Common use of Management of REO Property Clause in Contracts

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If In the Trustee event the Issuer acquires ownership of any REO Property pursuant in respect of any Mortgage Loan, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee, on behalf of the Securityholders. The Servicer shall use its reasonable best efforts to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement, as applicable, but in all events within the time period, and subject to the conditions set forth in Section 4.175.09 and prior to the close of the third taxable year after its acquisition by the Issuer unless the Indenture Trustee and (so long as any Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) the Insurer shall have been supplied with an Opinion of Counsel to the effect that the holding by the Issuer of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC created under the Trust Agreement as defined in section 860F of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are Outstanding, in which case the Issuer may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel and the other requirements of this Section 3.07(a)). Pursuant to its efforts to sell such REO Property, the Servicer shall have full power protect and authorityconserve, such REO Property in the manner and to such extent required by this Agreement, subject only to Section 5.09 hereof. The decision of the specific requirements Servicer to foreclose, or to continue the foreclosure process, on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the related Mortgaged Property will not fail to qualify as “foreclosure property” within meaning of Section 860G(a)(8) of the Code and prohibitions that the proceeds of such foreclosure would more likely than not exceed the costs and expenses of bringing such a proceeding and liquidating the REO Property expected to be obtained through such foreclosure. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Issuer shall be rented (or allowed to do continue to be rented) or otherwise used for the production of income by or on behalf of the Issuer in such a manner or pursuant to any and all things in connection therewith terms that would (i) cause such Mortgaged Property to fail to qualify as are consistent with “foreclosure property” within the manner in which meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC created under the Trust Agreement to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property, unless the Servicer manages has agreed to indemnify and operates similar property owned by hold harmless the Servicer or any of its Affiliates, all on such terms Issuer and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein Trust Estate with respect to the imposition of any such taxes.. The Servicer shall cause to be deposited, within the time period specified in Section 3.02(b), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to the related REO PropertyProperty and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if 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 Servicer's judgmentbest interest of the Noteholders, the payment Certificateholders, the Trust and the Insurer and, as soon as practicable thereafter, the expenses of such amounts will sale shall be recoverable from paid. The cash proceeds of the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unlessshall be promptly deposited in the Collection Account, in any such casepursuant to Section 3.02(b), the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fundapplicable, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management net of any REO Propertyrelated unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) payable to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged 3.03, for the operation and management of similar property payment in the locality of such REO Property by property managers other than the Servicer or its Affiliatesaccordance with Section 5.01 herein.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates. If Liquidation Proceeds are insufficient to reimburse the Servicer for any costs associated with the management or operation of REO Property, the amount of such insufficiency shall constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires title to any REO Property pursuant to Section 4.17is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property for the benefit of the Certificateholders solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the foregoing, however, the Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, authority to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and for the benefit of the Certificateholders (as determined by the Special Servicer in its good faith and reasonable judgment) and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management management, leasing and maintenance of such REO Property, including, without limitation: (i) all insurance premiums due and payable in respect to of such REO Property; (ii) all real estate taxes and assessments in respect to of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property, if applicable; and (iiiiv) all costs and expenses necessary to maintain and lease such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)-(iiii) - (iv) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only ifunless (as evidenced by an Officer's Certificate delivered to the Trustee, the Servicer would make Paying Agent and the Depositor) if such advances would, if made, constitute Nonrecoverable Servicing Advances. The Special Servicer shall give the Servicer, the Trustee and the Fiscal Agent not less than five Business Days' notice, together with all information reasonably requested by the Servicer owned such REO Property and if (upon which the Servicer may conclusively rely) to the extent in the Servicer's judgment, possession of the payment of such amounts will be recoverable from Special Servicer or readily obtainable by the operation or sale of such Special Servicer before the date on which the Servicer is requested to make any Servicing Advance with respect to an REO Property; provided, however, that only two Business Days' notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). (b) Notwithstanding Without limiting the generality of the foregoing, the Special Servicer shall not: (i) permit the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvement was completed before default on the related Contract Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iiiv) directly operateDirectly Operate, or allow any other Person Person, other than an Independent Contractor, to directly operateDirectly Operate, any REO Property on any date more than 90 days after its date of acquisitionAcquisition Date; unless, in any such case, the Special Servicer has requested and received obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. Except as limited above in this Section 3.17 and by Section 3.17(c), the Special Servicer shall be permitted to cause the Trust Fund to earn "net income from foreclosure property," subject to the standard of Section 3.01(a). (c) The Special Servicer may shall contract with any Independent Contractor for the operation and management of any REO PropertyProperty within 90 days of the Acquisition Date thereof, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewithherewith and shall reflect an agreement reached at arm's length; (ii) the fees of such Independent Contractor (which shall be an expense of the Trust Fund) shall be reasonable and customary in light of the nature and locality of the Mortgaged Property; (iii) any such contract shall require, or shall be administered to require, that the Independent Contractor (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including including, without limitation, those listed in subsection (a) hereof, and (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of its fees and such costs and expenses and any fees retained by such Independent Contractorexpenses) to the Special Servicer on a monthly or more frequent basisupon receipt; (iiiiv) none of the provisions of this Section 4.18(c3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders hereunder with respect to the operation and management of any such REO Property; and (ivv) the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates. If Liquidation Proceeds are insufficient to reimburse the Servicer for any costs associated with the management of REO Property, the amount of such insufficiency shall constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.

Management of REO Property. (a) If the Trustee acquires title to any REO Property pursuant to Section 4.17is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property for the benefit of the Certificateholders solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the foregoing, however, the Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, authority to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and for the benefit of the Certificateholders (as determined by the Special Servicer in its good faith and reasonable judgment) and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management management, leasing and maintenance of such REO Property, including, without limitation: (i) all insurance premiums due and payable in respect to of such REO Property; (ii) all real estate taxes and assessments in respect to of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property, if applicable; and (iiiiv) all costs and expenses necessary to maintain and lease such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)-(iiii) - (iv) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only ifunless (as evidenced by an Officer's Certificate delivered to the Trustee, the Servicer would make Paying Agent and the Depositor) if such advances would, if made, constitute Nonrecoverable Servicing Advances. The Special Servicer shall give the Servicer, the Trustee and the Fiscal Agent not less than five Business Days' notice, together with all information reasonably requested by the Servicer owned such REO Property and if (upon which the Servicer may conclusively rely) to the extent in the Servicer's judgment, possession of the payment of such amounts will be recoverable from Special Servicer or readily obtainable by the operation or sale of such Special Servicer before the date on which the Servicer is requested to make any Servicing Advance with respect to an REO Property; provided, however, that only two Business Days' notice shall be required in respect of Servicing 77 Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). (b) Notwithstanding Without limiting the generality of the foregoing, the Special Servicer shall not: (i) permit the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvement was completed before default on the related Contract Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iiiv) directly operateDirectly Operate, or allow any other Person Person, other than an Independent Contractor, to directly operateDirectly Operate, any REO Property on any date more than 90 days after its date of acquisitionAcquisition Date; unless, in any such case, the Special Servicer has requested and received obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. Except as limited above in this Section 3.17 and by Section 3.17(c), the Special Servicer shall be permitted to cause the Trust Fund to earn "net income from foreclosure property," subject to the standard of Section 3.01(a). (c) The Special Servicer may shall contract with any Independent Contractor for the operation and management of any REO PropertyProperty within 90 days of the Acquisition Date thereof, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewithherewith and shall reflect an agreement reached at arm's length; (ii) the fees of such Independent Contractor (which shall be an expense of the Trust Fund) shall be reasonable and customary in light of the nature and locality of the Mortgaged Property; (iii) any such contract shall require, or shall be administered to require, that the Independent Contractor (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including including, without limitation, those listed in subsection (a) hereof, and (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of its fees and such costs and expenses and any fees retained by such Independent Contractorexpenses) to the Special Servicer on a monthly or more frequent basisupon receipt; (iiiiv) none of the provisions of this Section 4.18(c3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders hereunder with respect to the operation and management of any such REO Property; and (ivv) the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires title to any REO Property pursuant to Section 4.17is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property for the benefit of the Certificateholders and the holders of the Class EC Regular Interests solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the foregoing, however, the Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, authority to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholdersand for the benefit of the Certificateholders (as determined by the Special Servicer in its good faith and reasonable judgment). Subject to this Section 3.17, and, consistent the Special Servicer may earn “net income from foreclosure property” within the meaning of Section 860G(c) of the Code if it determines that earning such income is in the best interests of Certificateholders on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited, within [___] Business Days of receipt, in the applicable REO Account all revenues received by it with respect to each such REO Property and the related REO Loan, and shall withdraw from the applicable REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management management, leasing, maintenance and maintenance disposition of such REO Property, including, without limitation: (i) all insurance premiums due and payable in respect to of such REO Property; (ii) all real estate taxes and assessments in respect to of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property, if applicable; and (iiiiv) all costs and expenses necessary to maintain maintain, lease and dispose of such REO Property. To the extent that amounts on deposit in the REO Account in respect of any such REO Property are insufficient for the purposes set forth in clauses (i)-(iiii) through (iv) above with respect to such REO Property, the Special Servicer shall, subject to Section 3.19(d), direct the Master Servicer to make (and the Master Servicer shall advance from its own funds so make) Servicing Advances in such amount amounts as is are necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if unless (as evidenced in the Servicer's manner contemplated by Section 3.11(g)) the Master Servicer determines, in its reasonable, good faith judgment, the that such payment of such amounts will would be recoverable from the operation or sale of such REO Propertya Nonrecoverable Servicing Advance. (b) Notwithstanding Without limiting the generality of the foregoing, the Special Servicer shall not: (i) permit the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any such REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvement was completed before default on the related Contract Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iiiv) directly operateDirectly Operate, or allow any other Person Person, other than an Independent Contractor, to directly operateDirectly Operate, any such REO Property on any date more than 90 days after its date of acquisitionacquisition date; unless, in any such case, the Special Servicer has requested and received obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as "“foreclosure property" ” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Special Servicer may shall contract with any Independent Contractor for the operation and management of any REO Property, Property within 90 days of the acquisition date thereof; provided that: (i) the terms and conditions of any such contract may not be inconsistent herewithherewith and shall reflect an agreement reached at arm’s length; (ii) the fees of such Independent Contractor (which shall be an expense of the Trust Fund or may be netted out) shall be reasonable and customary in light of the nature and locality of the REO Property; (iii) any such contract shall require, or shall be administered to require, that the Independent Contractor (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including including, without limitation, those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible AccountSection 3.17(a), and (CB) remit all related revenues collected (net of its fees and such costs and expenses and any fees retained by such Independent Contractorexpenses) to the Special Servicer on a monthly or more frequent basisupon receipt; (iiiiv) none of the provisions of this Section 4.18(c3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders hereunder with respect to the operation and management of any such REO Property; and (ivv) the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer To the extent the costs of any contract with an Independent Contractor for the operation and maintenance of any REO Property are greater than the revenues from such REO Property, such excess costs shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17covered by and reimbursable as a Servicing Advance. (d) Subject to Section 4.18(b)When and as necessary, the Special Servicer shall itself be entitled send to operate the Trustee and manage any foreclosure property and, in such event, shall be entitled to pay itself the Master Servicer a monthly management fee in accordance with Section 4.17; provided that statement prepared by the Special Servicer setting forth the amount of such management fee shall not exceed the amount -------- customarily charged net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of similar property a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in the locality of such respect of, any REO Property by property managers other than the Servicer or its Affiliatesin accordance with Sections 3.17(a) and 3.17(b).

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such -------- management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.173.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of CertificateholdersCertificateholders and the Certificate Insurer, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c3.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.173.17. (d) Subject to Section 4.18(b3.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.173.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates. If Liquidation Proceeds are insufficient to reimburse the Servicer for any costs associated with the management or operation of REO Property, the amount of such insufficiency shall constitute, and be reimbursable to the Servicer as, a Nonrecoverable Advance.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the -------- amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided PROVIDED that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management -------- fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If The Special Servicer, on behalf of the Trustee acquires Trust Fund, shall sell any REO Property pursuant not later then the end of the third calendar year following the year of acquisition of such REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Internal Revenue Service grants an extension of time to Section 4.17sell such REO property or (ii) the Special Servicer obtains for the Trustee (which shall be an expense of the Trust) an Opinion of Counsel, the Servicer shall have full power and authority, subject only addressed to the specific requirements Trustee, and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO AccountMaster Servicer, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for effect that the proper operation, management and maintenance holding by the Trust Fund of such REO Property, including: (i) all insurance premiums due and payable in respect Property subsequent to the third anniversary of such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may acquisition will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in Section 860F of the Code or cause the Trust Fund to fail to qualify as a lien thereon; and (iii) all costs REMIC at any time that any Certificates are outstanding. Subject to Section 6.04(e), the Special Servicer shall manage, conserve, protect and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any operate each REO Property are insufficient for the purposes set forth Certificateholders solely for the purpose of its prompt disposition and sale in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned a manner which does not cause such REO Property and if to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the Servicer's judgment, receipt by the payment Trust Fund of such amounts will be recoverable any "income from non-permitted assets" within the operation meaning of Section 860F(a)(2)(B) of the Code or sale of such REO Propertyany "net income from foreclosure property" which is subject to taxation under the REMIC Provisions. (b) Notwithstanding the foregoingSubject to clause (e) below, the Special Servicer shall not: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to any REO Property, if the new lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iiiv) directly operateDirectly Operate, or allow any other Person (other than an Independent Contractor) to directly operateDirectly Operate, any REO Property on any date more than 90 days after its date of acquisitionAcquisition Date; unless, in any such case, the Special Servicer has requested and received obtained an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Any REO Property acquired by the Special Servicer may contract with any Independent Contractor hereunder shall be acquired in the name of the Trustee for the operation and management benefit of any REO Propertythe Certificateholders or, provided that: (i) the terms Special Servicer has received an Opinion of Counsel that the following will not affect adversely the status of REMIC I, REMIC II and conditions REMIC III as REMICs, in the name of any such contract may not be inconsistent herewith; (ii) any such contract shall requirea single member limited liability company, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management single member of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, the Trust Fund and (C) remit all related revenues collected (net the manager of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor which shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17Special Servicer. (d) Subject The Special Servicer shall, prior to Section 4.18(b)the acquisition of title to any Mortgaged Property, review the operations of such property and determine the character of the income that the Trust Fund would realize if the Trust Fund acquired title to such Mortgaged Property. The Special Servicer shall undertake this analysis with a view to retaining the status of the REO Property as foreclosure property under the REMIC provisions while maximizing the net after-tax REO Proceeds received without materially adversely affecting the Special Servicer's ability to sell such REO Property. (e) If the Special Servicer determines, in its good faith and reasonable judgment, that if there are no other commercially feasible means of operating such Mortgaged Property as REO Property without the Trust Fund potentially or actually incurring an REO Tax it may Directly Operate the Mortgaged Property; provided, however, that the Special Servicer shall have prepared and delivered to the Trustee a written proposed plan regarding the plan of operations, the estimated income (and character thereof) derived therefrom, the estimated amount of taxes payable on such income and such other information as is necessary to make a reasoned judgment as to whether the REO Property will remain a foreclosure property and whether such plan is likely to maximize the net after tax REO income to the Trust Fund. Within a reasonable period of time after receipt of such proposed plan, the Trustee shall agree or disagree with the related tax position. The Special Servicer shall itself be entitled avoid subjecting the income from such Mortgaged Property to operate and manage any tax as either "net income from foreclosure property and, in such event, property" or a "prohibited transaction" within the meaning of the REMIC Provisions (an "REO Tax") to the maximum extent possible. Neither the Special Servicer nor the Trustee shall be entitled liable to pay itself a monthly management fee the Certificateholders, the Trust Fund or the other parties to this Agreement or each other for errors in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property judgment made in good faith in the locality exercise of such REO Property by property managers other than the Servicer or its Affiliatestheir discretion while performing their respective responsibilities under this Section.

Management of REO Property. (a) If the Trustee acquires title to any REO Property pursuant to Section 4.17is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property for the benefit of the Certificateholders solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the foregoing, however, the Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, authority to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and for the benefit of the Certificateholders (as determined by the Special Servicer in its good faith and reasonable judgment) and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management management, leasing and maintenance of such REO Property, including, without limitation: (i) all insurance premiums due and payable in respect to of such REO Property; (ii) all real estate taxes and assessments in respect to of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property, if applicable; and (iiiiv) all costs and expenses necessary to maintain and lease such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)-(iiii) - (iv) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only ifunless (as evidenced by an Officer's Certificate delivered to the Trustee, the Servicer would make Paying Agent and the Depositor) if such advances would, if made, constitute Nonrecoverable Servicing Advances. The Special Servicer shall give the Servicer, the Trustee and the Fiscal Agent not less than five Business Days' notice, together with all information reasonably requested by the Servicer owned such REO Property and if (upon which the Servicer may conclusively rely) to the extent in the Servicer's judgment, possession of the payment of such amounts will be recoverable from Special Servicer or readily obtainable by the operation or sale of such Special Servicer before the date on which the Servicer is requested to make any Servicing Advance with respect to an REO Property; provided, however, that only two Business Days' notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). (b) Notwithstanding Without limiting the generality of the foregoing, the Special Servicer shall not: (i) permit the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property; (iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvement was completed before default on the related Contract Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iiiv) directly operateDirectly Operate, or allow any other Person Person, other than an Independent Contractor, to directly operateDirectly Operate, any REO Property on any date more than 90 days after its date of acquisitionAcquisition Date; unless, in any such case, the Special Servicer has requested and received obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.of

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten -55- percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Trustee acquires any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iiii) - (iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.17. (d) Subject to Section 4.18(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided PROVIDED that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If the Indenture Trustee acquires any REO Property pursuant to [Section 4.174.16], the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of CertificateholdersNoteholders, and the Purchaser and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person to directly operate, any REO Property on any date more than 90 days after its date of acquisition; unless, in any such case, the Servicer has requested and received an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to the Servicer on a monthly or more frequent basis; (iii) none of the provisions of this Section 4.18(c4.16(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Purchaser and to the Indenture Trustee on behalf of Certificateholders the Noteholders with respect to the operation and management of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out of the REO Account pursuant to Section 4.174.16. (d) Subject to Section 4.18(b4.16(b), the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.174.16; provided that the amount of such management fee shall not exceed the amount -------- customarily charged for the operation and management of similar property in the locality of such REO Property by property managers other than the Servicer or its Affiliates.

Management of REO Property. (a) If In the Trustee event the Issuer acquires ownership of any REO Property pursuant to Section 4.17, the Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection therewith as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders, and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect to such REO Property; (ii) all real estate taxes and assessments in respect to such REO Property that may result in the imposition of a lien thereon; and (iii) all costs and expenses necessary to maintain such REO Property. To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in (i)-(iii) above with respect to such REO PropertyMortgage Loan, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee, on behalf of the Securityholders. The Servicer shall advance from use its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned such REO Property and if in the Servicer's judgment, the payment of such amounts will be recoverable from the operation or sale of such REO Property. (b) Notwithstanding the foregoing, the Servicer shall not: (i) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Contract became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (ii) directly operate, or allow any other Person reasonable best efforts to directly operatesell, any REO Property on any date more than 90 days as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable, but in all events within the time period, and subject to the conditions set forth in Section 5.09 and prior to the close of the third taxable year after its date of acquisition; unless, in acquisition by the Issuer unless the Indenture Trustee and (so long as any such case, Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Servicer Insurer and no Insurer Default has requested occurred and received is continuing) the Insurer shall have been supplied with an Opinion of Counsel to the effect that the holding by the Issuer of such action REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC created under the Trust Agreement as defined in section 860F of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are Outstanding, in which case the Issuer may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel and the other requirements of this Section 3.07(a)). Pursuant to its efforts to sell such REO Property, the Servicer shall protect and conserve, such REO Property in the manner and to such extent required by this Agreement, subject to Section 5.09 hereof. The decision of the Servicer to foreclose, or to continue the foreclosure process, on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the related Mortgaged Property will not fail to qualify as "foreclosure property" within meaning of Section 860G(a)(8) of the Code and that the proceeds of such foreclosure would more likely than not exceed the costs and expenses of bringing such a proceeding and liquidating the REO Property expected to be obtained through such foreclosure. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Issuer shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Issuer in such a manner or pursuant to any terms that would (i) cause such REO Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (c) The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith; or (ii) subject any REMIC created under the Trust Agreement to the imposition of any federal, state or local income taxes on the income earned from such contract shall require, or shall be administered to require, that (A) the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Mortgaged Property, including those listed in subsection (a) hereof, (B) hold all related revenues in a segregated account, which shall be an Eligible Account, and (C) remit all related revenues collected (net of such costs and expenses and any fees retained by such Independent Contractor) to unless the Servicer on a monthly or more frequent basis; (iii) none of has agreed to indemnify and hold harmless the provisions of this Section 4.18(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve Issuer and the Servicer of any of its duties and obligations to the Trustee on behalf of Certificateholders Trust Estate with respect to the operation and management imposition of any such REO Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property. taxes.. The Servicer shall cause to be entitled deposited, within the time period specified in Section 3.02(d), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to enter into any agreement with any Independent Contractor performing services the related REO Property and shall retain, or cause to be withdrawn therefrom, funds necessary for it related to its duties the proper operation, management and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be entitled to pay all fees owed to any such Independent Contractor out maintenance of the REO Account 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 Noteholders, the Certificateholders, the Trust and the Insurer and, as soon as practicable thereafter, the expenses of such sale shall be paid. The cash proceeds of the sale of the REO Property shall be promptly deposited in the Collection Account, pursuant to Section 4.17. 3.02(d), as applicable, net of any related unreimbursed Servicing Advances (d) Subject without duplication of amounts paid pursuant to Section 4.18(b3.03(vii)), payable to the Servicer shall itself be entitled to operate and manage any foreclosure property and, in such event, shall be entitled to pay itself a monthly management fee in accordance with Section 4.17; provided that the amount of such management fee shall not exceed the amount -------- customarily charged 3.03, for the operation and management of similar property payment in the locality of such REO Property by property managers other than the Servicer or its Affiliatesaccordance with Section 5.01 herein.