Common use of Management of REO Property Clause in Contracts

Management of REO Property. In the event the Issuer acquires ownership of any REO Property 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 5.09 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 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 Mortgaged Property to fail to qualify as “foreclosure property” within the 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 has agreed to indemnify and hold harmless the Issuer and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 herein.

Management of REO Property. In (a) If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (each, an “REO Property”), the event the Issuer acquires ownership Servicer shall dispose of any such REO Property in respect not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any Mortgage Loanrelevant proposed legislation and under applicable state law, the deed applicable Trust may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or certificate causing the imposition of sale shall be issued a federal or state tax upon such REMIC and has notified the Master Servicer of such extension being granted by providing a copy of the application and the grant of such extension to the Indenture TrusteeMaster Servicer. If the Servicer has received such an extension, or to its nominee, on behalf of then the Securityholders. The Servicer shall use its reasonable best efforts continue to sell, any attempt to sell the REO Property for its fair market value for such period longer than three years as expeditiously as possible such extension permits (the “Extended Period”). If the Servicer has not received such an extension and in accordance with the provisions of this Agreement, as applicable, but in all events Servicer is unable to sell the REO Property within the time period, and subject to period ending 3 months before the conditions set forth in Section 5.09 and prior to the close end of the such third taxable year after its acquisition by the Issuer unless Trust Fund or if the Indenture Trustee Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Servicer shall, before the end of the three year period or the Extended Period, as applicable, (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 continuingi) the Insurer shall have been supplied with an Opinion of Counsel to the effect that the holding by the Issuer of purchase such REO Property subsequent at a price equal to such the REO Property’s fair market value as acceptable to the Master Servicer or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period will not result in or the imposition of taxes on “prohibited transactions” of any REMIC created under Extended Period, as 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 hereofbe. The decision of the Servicer Trustee shall (i) sign any document prepared or delivered to foreclose, or to continue the foreclosure process, on a defaulted Mortgage Loan shall be subject to a determination it by the Servicer that the related Mortgaged Property will not fail to qualify as “foreclosure property” within meaning of Section 860G(a)(8or (ii) 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 take any other provision action, in the case of this Agreement, no Mortgaged Property acquired each of (i) and (ii) reasonably requested by the Issuer shall be rented (or allowed to continue to be rented) or otherwise used for Servicer, which would enable the production of income by or Servicer, on behalf of the Issuer in Trust, to request such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning grant 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 has agreed to indemnify and hold harmless the Issuer and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 hereinextension.

Management of REO Property. In the event the Issuer Trust acquires ownership of any REO Property 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 SecurityholdersSecurityholders and the Insurer. 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 5.09 and prior to the close of the third taxable year after its acquisition by the Issuer Trust 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 Trust 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 Trust 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 Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Issuer Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the 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 has agreed to indemnify and hold harmless the Issuer Trust and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 herein.

Management of REO Property. In the event the Issuer acquires ownership of any REO Property 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 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 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 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 Mortgaged Property to fail to qualify as “"foreclosure property” " within the 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 has agreed to indemnify and hold harmless the Issuer and the 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(b3.02(d), as applicable, in the Collection Account, all revenues net of Servicing Advances received with respect to the related REO Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b3.02(d), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi3.03(vii)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 herein.

Management of REO Property. In the event the Issuer Trust acquires ownership of any REO Property 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 5.09 and prior to the close of the third taxable year after its acquisition by the Issuer Trust 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 Trust 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 Trust 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 Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Issuer Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “"foreclosure property” " within the 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 has agreed to indemnify and hold harmless the Issuer Trust and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 herein.

Management of REO Property. In (a) If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (each, an “REO Property”), the event the Issuer acquires ownership Servicer shall dispose of any such REO Property in respect not later than the end of the third taxable year after the year of its acquisition by the Trust unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any Mortgage Loanrelevant proposed legislation and under applicable state law, the deed applicable Trust may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or certificate causing the imposition of sale shall be issued a federal or state tax upon such REMIC and has notified the Master Servicer of such extension being granted by providing a copy of the application and the grant of such extension to the Indenture TrusteeMaster Servicer. If the Servicer has received such an extension, or to its nominee, on behalf of then the Securityholders. The Servicer shall use its reasonable best efforts continue to sell, any attempt to sell the REO Property for its fair market value for such period longer than three years as expeditiously as possible such extension permits (the “Extended Period”). If the Servicer has not received such an extension and in accordance with the provisions of this Agreement, as applicable, but in all events Servicer is unable to sell the REO Property within the time period, and subject to period ending 3 months before the conditions set forth in Section 5.09 and prior to the close end of the such third taxable year after its acquisition by the Issuer unless Trust or if the Indenture Trustee Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Servicer shall, before the end of the three year period or the Extended Period, as applicable, (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 continuingi) the Insurer shall have been supplied with an Opinion of Counsel to the effect that the holding by the Issuer of purchase such REO Property subsequent at a price equal to such the REO Property’s fair market value as acceptable to the Master Servicer or (ii) auction the REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period will not result in or the imposition of taxes on “prohibited transactions” of any REMIC created under Extended Period, as 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 hereofbe. The decision of the Servicer Indenture Trustee shall (i) sign any document prepared or delivered to foreclose, or to continue the foreclosure process, on a defaulted Mortgage Loan shall be subject to a determination it by the Servicer that the related Mortgaged Property will not fail to qualify as “foreclosure property” within meaning of Section 860G(a)(8or (ii) 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 take any other provision action, in the case of this Agreement, no Mortgaged Property acquired each of (i) and (ii) reasonably requested by the Issuer shall be rented (or allowed to continue to be rented) or otherwise used for Servicer, which would enable the production of income by or Servicer, on behalf of the Issuer in Trust, to request such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning grant 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 has agreed to indemnify and hold harmless the Issuer and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 hereinextension.

Management of REO Property. In the event the Issuer Trust acquires ownership of any REO Property 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 5.09 and prior to the close of the third taxable year after its acquisition by the Issuer Trust 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 Trust 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 Trust 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 Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Issuer Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the 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 has agreed to indemnify in demnify and hold harmless the Issuer Trust and the 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 Property and shall retain, or cause to be withdrawn therefrom, funds necessary for the proper operation, management and maintenance of the REO Property and the fees of any managing agent acting on behalf of the Servicer. The disposition of REO Property shall be carried out by the Servicer for cash at such price, and upon such terms and conditions, as the Servicer deems to be in the best interest of the 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 3.02(b), as applicable, net of any related unreimbursed Servicing Advances (without duplication of amounts paid pursuant to Section 3.03(vi)), payable to the Servicer in accordance with Section 3.03, for payment in accordance with Section 5.01 herein.