Common use of REO Property Clause in Contracts

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer 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. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) permit any Servicer to, rent, lease, or otherwise earn income the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property which might in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall makeshall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then Protected Account. (ac) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master related Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell in the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beAccount.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement or Servicing Agreement) , as applicable, knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICany REMIC constituting part of the Trust Fund. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee Master Servicer shall provide a copy of such extension to the Master Servicer Trustee and (b) the Trustee, or the Master Servicer, acting on its behalf hereunderof the Trust Fund, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee Master Servicer has not received such an extension and the Trusteeextension, or the Master Servicer is acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee an extension has been received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee Trust Fund hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerSecurities Administrator shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in this Agreement for which the applicable Servicing Agreement) Securities Administrator is obligated to perform, knowingly permit any Servicer to, to rent, lease, or otherwise earn income or take any other action on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing provided to the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause each Servicer (to the extent provided in the applicable Servicer Servicing Agreement) to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in this Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund Issuing Entity unless the Trustee Depositor or such Servicer (on behalf of the Issuing Entity) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Issuing Entity hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund Issuing Entity or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the any REMIC may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerTrustee shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing this Agreement) , knowingly permit any Servicer to, to rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in this Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in this Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Certificateholders. The Master Servicer shall cause the Servicer to sell, and the Servicer agrees to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) the Trustee hereunderand the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement, in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) Code. The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICCustodial Account. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the TrusteeServicer upon the final disposition of any REO Property, or shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees and master servicing fees from Liquidation Proceeds received in connection with the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid master servicing fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to makesell, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such extension REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such period longer than three years REO Property to fail to qualify as such extension permits ("foreclosure property" within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer toto deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account. (c) The Master Servicer and the applicable Servicer, before upon the end final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the three year period or the Extended Period, as applicable, (i) purchase final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the related Master Servicer Collection Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell in the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beAccount.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Master Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICany REMIC constituting part of the Trust Fund. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Master Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Master Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Master Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the Servicer to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied by the Servicer with an Opinion of such extension Counsel to the Master Servicer and (b) effect that the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Collection Account.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-non permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-three year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund unless (i) the Trustee has received a grant and the Securities Administrator shall have been supplied with an Opinion of extension from the Internal Revenue Service Counsel to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, holding by the REMIC may hold Trust Fund of such REO Property for a longer subsequent to such three-year period without adversely affecting the REMIC status of such REMIC or causing will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a Federal REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or state tax upon such REMIC. If the Trustee has received such an extension, then (aii) the Trustee applicable Servicer shall provide a copy have applied for, prior to the expiration of such three-year period, an extension to of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such period longer than three years REO Property to fail to qualify as such extension permits (“foreclosure property” within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to, before to deposit all funds collected and received in connection with the end operation of any REO Property in the three year period or Protected Account. (c) The Master Servicer and the Extended Periodrelated Servicer, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement or Servicing Agreement) , as applicable, knowingly permit any a Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause an Adverse REMIC Event unless such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause each Servicer (to the applicable Servicer extent provided in its Purchase and Servicing Agreement) to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause each Servicer (to the applicable Servicer extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or such Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable such Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the TrusteeDepositor or such Servicer, or the Master Servicer acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master such Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer tosuch Servicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerTrustee shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement, knowingly permit (if the permission of the Trustee is required by the Servicing Agreement) permit any the Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunderTrustee, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in the Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell in the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beAccount.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer 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. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) permit any Servicer to, rent, lease, or otherwise earn income the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property which might in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall makeshall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then Protected Account. (ac) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master related Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer or the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC constituting part of the Trust Fund with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC constituting part of the Trust Fund of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC constituting part of the Trust Fund as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not, and shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer Subservicer to, rent, lease, or otherwise earn income on behalf of any REMIC created hereunder with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any such REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused obtained an Opinion of Counsel (a copy of which shall be delivered to the applicable Servicer to advise, the Trustee in writing Trustee) to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC created hereunder as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Servicer on behalf of the Trust Fund has received a grant of extension (a copy of which shall be provided to the Trustee) from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the such REMIC status of such any REMIC created hereunder or causing the imposition of a Federal federal or state tax upon such REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC constituting part of the Trust Fund with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC constituting part of the Trust Fund of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, advised the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC constituting part of the Trust Fund as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Servicing Administrator shall cause the Servicer to sell, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within expeditiously as possible and in accordance with the meaning provisions of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advisethis Agreement. Further, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Servicing Administrator shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund Subsidiary REMIC unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (bi) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension Securities Administrator and the Trustee, or Servicing Administrator shall have been supplied by the Master Servicer acting on behalf with an Opinion of Counsel to the Trustee hereunder, or effect that the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have obtained, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Servicing Administrator shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Servicing Administrator shall cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Collection Account.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC created hereunder with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC created hereunder of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, advised the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC created hereunder as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICany REMIC constituting part of the Trust Fund. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months by September 30th of the third year after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as REO Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such REO Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any other provision of this AgreementREO Property, the Master Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire any such REO Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method of administering such REO Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (except ii) the likely recovery with respect to operating the REO Property on behalf of the Trust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the REO Property or were not to acquire and hold the REO Property. If the Trust Fund acquires any REO Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate the Management Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent provided permitted under such Management Agreement) so that the REO Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income best interests of Certificateholders on behalf of any REMIC with respect a net after-tax basis to any operate the REO Property which might cause in a manner such REO Property to fail to qualify as “foreclosure” property within that the meaning Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any Counsel, “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such action would not adversely affect records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the status extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any REMIC as a REMIC and new lease with respect to the REO Property, if the new lease by its terms will give rise to any income generated for that does not constitute Rents from Real Property; (ii) permit any REMIC by 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 the 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 improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through the Manager or an Independent Contractor, the REO Property would not result in the imposition of a tax upon such REMICon any date more than ninety (90) days after its acquisition date. (b) The Master Servicer Special Servicer, acting on behalf of the Trustee hereunder, shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any the REO Property for its fair market valuevalue in accordance with Section 3.16. In any event, however, the Master Servicer shallSpecial Servicer, or acting on behalf of the Trustee hereunder, shall cause the applicable Servicer to, dispose of any REO Property within three years from as soon as is practicable but in no event later than the end close of the third calendar year of its acquisition by following the Trust Fund year in which the Acquisition Date occurs unless the Trustee Special Servicer, on behalf of the Trustee, has received a grant (or has not been denied) an extension of extension from time (an “Extension”) by the Internal Revenue Service to sell such REO Property or an opinion of counsel (at the cost of the Trust Fund) to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, holding by the REMIC may hold Trust Fund of the REO Property for a longer an additional specified period without adversely affecting the REMIC status of such REMIC or causing will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a Federal or state tax upon REMIC at any time that the Certificates are outstanding, in which event such REMICperiod shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Trustee has received such an extensionSpecial Servicer, then (a) the Trustee shall provide a copy on behalf of such extension to the Master Servicer and (b) the Trustee, has received (or has not been denied) such Extension, then the Master Special Servicer, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such longer period longer than three years as such extension Extension permits (the “Extended Period”). If the Trustee Special Servicer, acting on behalf of the Trustee, has not received such an extension Extension and the TrusteeSpecial Servicer, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property Property, within 33 months after its acquisition by the Trust Fund foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an extensionExtension, and the TrusteeSpecial Servicer, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Special Servicer shall, or shall cause the applicable Servicer to, before the end of the three year above-referenced period or the Extended Period, as applicablethe case may be, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Special Servicer) in an auction reasonably designed to produce accordance with Accepted Servicing Practices. (c) Within thirty (30) days of the sale of a fair price prior REO Property, the Special Servicer shall provide to the expiration Trustee a statement of accounting for the three-year period REO Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the Extended Perioddate of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the case Trustee may bereasonably request.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer 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. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) permit any Servicer to, rent, lease, or otherwise earn income the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property which might in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall makeshall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then Protected Account. (ac) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master related Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees or Master Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees or (ii) auction the REO Property to the highest bidder (which Master Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer or the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, to rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosureforeclosure property” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any the REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and the NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service (a copy of which shall be provided to the NIMS Insurer by the Trustee) to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, Trustee or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, Trustee or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value (as approved by the NIMS Insurer) or (ii) auction the REO Property to the highest bidder (provided such bid has been approved by the NIMS Insurer) (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master applicable Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any the REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and the Securities Administrator and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to permit the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Indenture Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC the FASIT with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosureforeclosure property” property within the meaning of section 860G(a)(8860L(c)(3) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions an Adverse FASIT Event unless the Master Servicer has advised, or has caused advised the applicable Servicer to advise, the Indenture Trustee in writing to the effect that, under the REMIC FASIT Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse FASIT Event. (b) The Master Servicer shall makeIndenture Trustee shall, or shall (to the extent provided in the Servicing Agreement) cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Indenture Trustee shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund FASIT unless the Indenture Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawFASIT Provisions, the REMIC FASIT may hold REO Property for a longer period without adversely affecting the REMIC FASIT status of such REMIC the FASIT or causing the imposition of a Federal or state federal tax upon such REMICthe FASIT. If the Indenture Trustee has received such an extension, then (a) the Indenture Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or Indenture Trustee shall cause the applicable Servicer to, to continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Indenture Trustee has not received such an extension and the TrusteeServicer, or the Master Servicer acting on behalf of the Indenture Trustee hereunder, or the applicable Servicer hereunder is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund FASIT or if the Indenture Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Indenture Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, advised the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, any REMIC constituting part of the REMIC Trust Fund may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICany REMIC constituting part of the Trust Fund. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months by September 30th of the third year after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) ), permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any the REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-non permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-three year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer or the Interim Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Interim Servicing Agreement. Further, the Master Servicer shall cause the Servicer or the Interim Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer or the Interim Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer or the Interim Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer or the Interim Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement or the Interim Servicing Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer or the Interim Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account or in the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, account delegated for such amounts under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beInterim Servicing Agreement.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerSecurities Administrator shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in this Agreement for which the applicable Servicing Agreement) Securities Administrator is obligated to perform, knowingly permit any Servicer to, to rent, lease, or otherwise earn income or take any other action on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing provided to the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause each Servicer (to the extent provided in the applicable Servicer Servicing Agreement) to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in this Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or such Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Certificateholders. The Master Servicer shall cause the related Servicer to sell, and the related Servicer agrees to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Servicing Agreement, as applicable. Further, the Master Servicer shall cause each Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) the Trustee hereunderand the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause each Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement, in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) Code. The Master Servicer shall make, or shall cause the applicable each Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICrelated Custodial Account. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trusteerelated Servicer upon the final disposition of any REO Property, or shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except not, and shall, to the extent provided in the applicable Servicing Agreement) , not permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any the REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicers to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Servicing Agreement, as applicable. Further, the Master Servicer shall cause the Servicers to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the related Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent provided in required by this Agreement or the applicable Servicing Agreement) permit any Servicer to, rentas applicable, lease, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer Servicers to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account or in the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, account designated for such amounts under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beServicing Agreement.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trust and the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) ), permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Securities Administrator or the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICService. If the Securities Administrator or the Trustee has received such an extension, then (a) the Trustee such party shall provide a copy of such extension to the other party and to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf of the Trust hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee Trust has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee Trust hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Trust has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee Trust hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders and the Certificate Insurer. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer 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. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) permit any Servicer to, rent, lease, or otherwise earn income the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property which might in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall makeshall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then Protected Account. (ac) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master related Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement, in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beCollection Account.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the any REMIC may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer or the Interim Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Interim Servicing Agreement. Further, the Master Servicer shall cause the Servicer or the Interim Servicer to sell any REO Property prior to [ ] years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer or the Interim Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such [ ]-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer or the Interim Servicer shall not (except have applied for, prior to the expiration of such [ ]-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer or the Interim Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement or the Interim Servicing Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer or the Interim Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account or in the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, account delegated for such amounts under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beInterim Servicing Agreement.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust Fund hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee Master Servicer shall provide a copy of such extension to the Master Servicer Trustee and (b) the Trustee, or the Master Servicer, acting on its behalf hereunderof the Trust Fund, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee Master Servicer has not received such an extension and the Trusteeextension, or the Master Servicer is acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee an extension has been received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee Trust Fund hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders. The Master Servicer shall enforce, shall not (except to the extent provided in the applicable Servicing Agreement, the Servicer’s obligation to sell, and the Servicer agrees to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the Servicing Agreement, as applicable. Further, the Master Servicer shall to the extent provided in the Servicing Agreement, enforce the Servicer’s obligation to sell any REO Property prior to three (3) permit any Servicer toyears after the end of the calendar year of its acquisition by REMIC I, rent, lease, or otherwise earn income unless (i) the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall to the extent provided in the Servicing Agreement, cause the Servicer to protect and conserve, such REO Property which might in the manner and to the extent required by the Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) Code. The Master Servicer shall makeenforce, or shall cause to the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, howeverextent required by the Servicing Agreement, the Master Servicer shall, or shall cause Servicer’s obligation to deposit all funds collected and received in connection with the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition Custodial Account maintained by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICServicer. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunderupon the final disposition of any REO Property, shall, or shall cause be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees and Master Servicing Fees from Liquidation Proceeds received in connection with the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Master Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Certificateholders. The Master Servicer shall enforce each Servicer’s obligation to sell, and each such Servicer agrees to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Servicing Agreement, as applicable. Further, the Master Servicer shall enforce each Servicer’s obligation to sell any REO Property prior to three (3) years after the end of the calendar year of its acquisition by REMIC I, unless (i) the Trustee hereunderand the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall enforce each Servicer’s obligation to protect and conserve, such REO Property in the manner and to the extent provided in required by this Agreement or the applicable Servicing Agreement) permit any Servicer to, rentas applicable, lease, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) Code. The Master Servicer shall make, or shall cause enforce each Servicer’s obligation to deposit all funds collected and received in connection with the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICrelated Custodial Account. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master related Servicer, acting on its behalf hereunderupon the final disposition of any REO Property, shall, or shall cause be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees and Master Servicing Fees from Liquidation Proceeds received in connection with the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Master Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I or REMIC III, as applicable, unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such extension REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such period longer than three years REO Property to fail to qualify as such extension permits ("foreclosure property" within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer toto deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account. (c) The Master Servicer and the applicable Servicer, before upon the end final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the three year period or the Extended Period, as applicable, (i) purchase final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the related Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer 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. Further, the Master Servicer shall, to the extent provided in the related Servicing Agreement, cause the applicable Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I, unless (i) permit any Servicer to, rent, lease, or otherwise earn income the Trustee and the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on behalf “prohibited transactions” of any REMIC with respect hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the applicable Servicer (to the extent provided in the related Servicing Agreement) to protect and conserve, such REO Property which might in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall makeshall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then Protected Account. (ac) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the The Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer toServicer, continue upon the final disposition of any REO Property, shall be entitled to attempt to sell reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees or Master Servicing Fees from Liquidation Proceeds received in connection with the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees or (ii) auction the REO Property to the highest bidder (which Master Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer or the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except not, and shall, to the extent provided in the applicable Servicing Agreement) , not knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, (to the extent provided in its Servicing Agreement) to dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer Servicer, or the applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer hereunder is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the applicable Servicer or the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section Section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section Section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, advised the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the any REMIC may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months by September 30 of the third year after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerTrustee shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing this Agreement) , knowingly permit any Servicer to, to rent, lease, or otherwise earn income or take any other action on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in this Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in this Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Certificateholders. The Master Servicer shall cause the Servicer to sell, and the Servicer agrees to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three (3) years after the end of the calendar year of its acquisition by REMIC I, unless (i) the Trustee hereunderand the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement, in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) Code. The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of the calendar year of its acquisition Custodial Account maintained by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICServicer. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunderupon the final disposition of any REO Property, shall, or shall cause be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees and master servicing fees from Liquidation Proceeds received in connection with the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf final disposition of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid master servicing fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and the NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service (a copy of which shall be provided to the NIMS Insurer by the Trustee) to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer applicable Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, Master Servicer or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value (as approved by the NIMS Insurer) or (ii) auction the REO Property to the highest bidder (provided such bid has been approved by the NIMS Insurer) (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee Trust hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Master Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the any REMIC may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Master Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Master Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Master Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any the Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-three year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders and the Group I Senior Certificate Insurer (with respect to Group I). The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund unless (i) the Trustee has received a grant and the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator shall have been supplied with an Opinion of extension from the Internal Revenue Service Counsel to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, holding by the REMIC may hold Trust Fund of such REO Property for a longer subsequent to such three-year period without adversely affecting the REMIC status of such REMIC or causing will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a Federal REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or state tax upon such REMIC. If the Trustee has received such an extension, then (aii) the Trustee applicable Servicer shall provide a copy have applied for, prior to the expiration of such three-year period, an extension to of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such period longer than three years REO Property to fail to qualify as such extension permits (“foreclosure property” within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer to, before to deposit all funds collected and received in connection with the end operation of any REO Property in the three year period or Protected Account. (c) The Master Servicer and the Extended Periodrelated Servicer, as applicable, (i) purchase upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) ), permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the a REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) ), knowingly permit any Servicer to, rent, lease, or otherwise earn income or otherwise take or fail to take any action on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee Master Servicer shall provide a copy of such extension to the Master Servicer Trustee and (b) the Trustee, or the Master Servicer, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee Master Servicer has not received such an extension and the Trusteeextension, or the Master Servicer is acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the Servicers to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable Servicer to make, reasonable efforts Servicers to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund Subsidiary REMIC unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (bi) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension Securities Administrator and the Trustee, or the Master Servicer acting on behalf shall have been supplied by the Servicers with an Opinion of Counsel to the Trustee hereunder, or effect that the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicers shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicers to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the Servicers to deposit all funds collected and received in connection with the operation of any REO Property in the Collection Account.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicers to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the Servicers to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the related Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicers to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer Servicers to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from into the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold related REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beAccount.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicers to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the Servicing Agreement, as applicable. Further, the Master Servicer shall cause the Servicers to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the related Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer Servicers to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account, or in the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, account designated for such amounts under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beServicing Agreement.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of the Servicing Agreement or. Further, the Master Servicer shall cause the Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by the Servicing Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account to the calendar year of its acquisition extent required by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beServicing Agreement.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the related Servicer to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable related Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied by the related Servicer with an Opinion of such extension Counsel to the Master Servicer and (b) effect that the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price related Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the related Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Collection Account.

REO Property. The Servicer shall prepare a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Servicer to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Collection Account no later than the close of business on each Determination Date. The Servicer shall perform the tax reporting and withholding related to foreclosures, abandonments and cancellation of indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing such tax and information returns, as may be required. In the event that the Issuing Entity acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to the expiration of three years from the end of the year of its acquisition by the Issuing Entity or, at the expense of the Issuing Entity, obtain more than sixty (a60) days prior to the day on which such three-year period would otherwise expire, an extension of the three-year grace period, in which case such property must be disposed of prior to the end of such extension, unless the Trustee shall have been supplied with an Opinion of Counsel addressed to the Trustee (such Opinion of Counsel not to be an expense of the Trustee) to the effect that the holding by the Issuing Entity of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of the Issuing Entity or any of the REMICs provided for herein as defined in section 860F of the Code or cause any of the REMICs provided for herein to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Issuing Entity may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Master ServicerIssuing Entity shall be held, acting rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trustee hereunder, shall not (except to the extent provided Issuing Entity in the applicable Servicing Agreement) permit any Servicer to, rent, lease, such a manner or otherwise earn income on behalf of any REMIC with respect pursuant to any REO Property which might terms that would (i) cause such REO Mortgaged Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in (ii) subject the receipt by Issuing Entity or any REMIC provided for herein to the imposition of any “federal, state or local income taxes on the income earned from non-permitted assets” within the meaning of such Mortgaged Property under section 860F(a)(2860G(c) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions otherwise, unless the Master Servicer or the Depositor has advised, or has caused agreed to indemnify and hold harmless the applicable Servicer Issuing Entity with respect to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon any such REMIC. (b) taxes. The Master Servicer shall make, or shall cause have no liability for any losses resulting from a foreclosure on a second lien Mortgage Loan in connection with the applicable foreclosure of the related first lien mortgage loan that is not a Mortgage Loan if the Servicer does not receive notice of such foreclosure action. The decision of the Servicer to makeforeclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any Mortgaged Properties acquired through foreclosure or other judicial proceeding, reasonable efforts net of reimbursement to sell the Servicer for expenses incurred (including any REO Property for its fair market value. In property or other taxes) in connection with such management and net of unreimbursed Servicing Fees, Advances, Servicing Advances and any eventmanagement fee paid or to be paid with respect to the management of such Mortgaged Property, howevershall be applied to the payment of principal of, and interest on, the Master related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Collection Account. To the extent the income received during a Prepayment Period is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan, such excess shall be considered to be a partial Principal Prepayment for all purposes hereof. Notwithstanding the foregoing provisions of this Section 3.12 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the assistant vice president for foreclosures or the vice president of default management of the Servicer shallhas actual knowledge (which shall not be presumed due to any documents received by the Servicer) of, or shall cause the applicable Servicer to, dispose presence of any REO Property within three years from toxic or hazardous substance on the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawrelated Mortgaged Property, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionServicer shall not, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, either (i) purchase obtain title to such REO Mortgaged Property at as a price equal to the REO Property’s fair market value result of or in lieu of foreclosure or otherwise, or (ii) auction otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the REO Trustee, the Issuing Entity or the Certificateholders would be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such Mortgaged Property to within the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration meaning of the three-year period or the Extended PeriodComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the case may be.Servicer believes, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the Servicers to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the related Servicing Agreement, as applicable. Further, the Master Servicer shall cause the Servicers to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the related Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent provided in required by this Agreement or the applicable related Servicing Agreement) permit any Servicer to, rentas applicable, lease, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable Servicer Servicers to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from in the end of REO Account or in the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, account designated for such amounts under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may berelated Servicing Agreement.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any the Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-non permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee and any NIMS Insurer in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer (to make, the extent provided in the Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state lawProvisions, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee Master Servicer has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, Master Servicer or the Master Servicer Servicer, acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Master Servicer has received such an extension, and the Trustee, Master Servicer or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-three year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (bi) the Trustee, the Securities Administrator shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer, acting on its behalf hereunder, shall, or Servicer shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such period longer than three years REO Property to fail to qualify as such extension permits ("foreclosure property" within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer toto deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account. (c) The Master Servicer and the applicable Servicer, before upon the end final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the three year period or the Extended Period, as applicable, (i) purchase final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the Servicer to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied by the Servicer with an Opinion of such extension Counsel to the Master Servicer and (b) effect that the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the REO Account.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee Master Servicer shall provide a copy of such extension to the Master Servicer Trustee and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee Master Servicer has not received such an extension and the Trusteeextension, or the Master Servicer is acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from before the end close of the third calendar year beginning after the year of its acquisition by the Trust Fund unless the Trustee Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the any REMIC may hold REO Property for a longer period without adversely affecting the its REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such any REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value as determined in good faith by the Servicer for such longer period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicableapplicable period, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value as determined in good faith by the Servicer or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beapplicable period.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not, and shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer Subservicer to, rent, lease, or otherwise earn income on behalf of any REMIC created hereunder with respect to any REO Property which that might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any such REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” which " that is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused obtained an Opinion of Counsel (a copy of which shall be delivered to the applicable Servicer to advise, the Trustee in writing Trustee) to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC created hereunder as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Servicer on behalf of the Trust Fund has received a grant of extension (a copy of which shall be provided to the Trustee) from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the such REMIC status of such any REMIC created hereunder or causing the imposition of a Federal federal or state tax upon such REMIC. If the Trustee Servicer has received such an extension, then (a) the Trustee Servicer shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerSecurities Administrator shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in this Agreement for which the applicable Servicing Agreement) Securities Administrator is obligated to perform, knowingly permit any Servicer to, to rent, lease, or otherwise earn income or take any other action on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing provided to the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause each Servicer (to the extent provided in the applicable Servicer Servicing Agreement) to make, make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in this Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or such Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, extension has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year three-year-period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of ------------ this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except not, and shall, to the extent provided in the applicable Servicing Agreement) , not permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any the REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall cause the related Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the related Servicer to sell any REO Property prior to three years after the end of the calendar year of its acquisition by REMIC I unless (i) the Trustee hereundershall have been supplied by the related Servicer with an Opinion of Counsel to the effect that the holding by the Trust Fund of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the related Servicer shall not (except have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent provided required by this Agreement in accordance with the applicable Servicing Agreement) permit any Servicer to, rent, lease, REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assetsforeclosure property” within the meaning of section 860F(a)(2Section 860G(a)(8) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICCode. (b) The Master Servicer shall make, or shall cause the applicable related Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, deposit all funds collected and received in connection with the Master Servicer shall, or shall cause the applicable Servicer to, dispose operation of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell in the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may beAccount.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement or Servicing Agreement) , as applicable, knowingly permit any the Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) ), permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “"foreclosure” " property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any such REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee or Master Servicer has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If such an extension has been received, then (a) (i) if the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (ii) if the Master Servicer has received such extension, then the Master Servicer shall provide a copy of such extension to the Trustee and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee or Master Servicer has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee or Master Servicer has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master ServicerTrustee shall not, acting on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, to rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property "foreclosure property" within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “"income from non-permitted assets” " within the meaning of section 860F(a)(2) of the Code or any “"net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer provided to advise, the Trustee in writing to the effect an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in the Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in the Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as REO Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such REO Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any other provision of this AgreementREO Property, the Master Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire any such REO Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method of administering such REO Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (except ii) the likely recovery with respect to operating the REO Property on behalf of the Trust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the REO Property or were not to acquire and hold the REO Property. If the Trust Fund acquires any REO Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate the Management Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent provided permitted under such Management Agreement) so that the REO Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income best interests of Certificateholders on behalf of any REMIC with respect a net after-tax basis to any operate the REO Property which might cause in a manner such REO Property to fail to qualify as “foreclosure” property within that the meaning Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any Counsel, “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such action would not adversely affect records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the status extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any REMIC as a REMIC and new lease with respect to the REO Property, if the new lease by its terms will give rise to any income generated for that does not constitute Rents from Real Property; (ii) permit any REMIC by 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 the 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 improvements was completed before default on the Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through the Manager or an Independent Contractor, the REO Property would not result in the imposition of a tax upon such REMICon any date more than 90 days after its acquisition date. (b) The Master Servicer Special Servicer, acting on behalf of the Trustee hereunder, shall make, or shall cause the applicable Servicer to make, make reasonable efforts to sell any the REO Property for its fair market valuevalue in accordance with Section 3.16. In any event, however, the Master Servicer shallSpecial Servicer, or acting on behalf of the Trustee hereunder, shall cause the applicable Servicer to, dispose of any REO Property within three years from as soon as is practicable but in no event later than the end close of the third calendar year of its acquisition by following the Trust Fund year in which the Acquisition Date occurs unless the Trustee Special Servicer, on behalf of the Trustee, has received a grant (or has not been denied) an extension of extension from time (an “Extension”) by the Internal Revenue Service to sell such REO Property or an opinion of counsel (at the cost of the Trust Fund) to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, holding by the REMIC may hold Trust Fund of the REO Property for a longer an additional specified period without adversely affecting the REMIC status of such REMIC or causing will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a Federal or state tax upon REMIC at any time that the Certificates are outstanding, in which event such REMICperiod shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Trustee has received such an extensionSpecial Servicer, then (a) the Trustee shall provide a copy on behalf of such extension to the Master Servicer and (b) the Trustee, has received (or has not been denied) such Extension, then the Master Special Servicer, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such longer period longer than three years as such extension Extension permits (the “Extended Period”). If the Trustee Special Servicer, acting on behalf of the Trustee, has not received such an extension Extension and the TrusteeSpecial Servicer, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property Property, within 33 months after its acquisition by the Trust Fund foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an extensionExtension, and the TrusteeSpecial Servicer, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Special Servicer shall, or shall cause the applicable Servicer to, before the end of the three year above-referenced period or the Extended Period, as applicablethe case may be, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master Special Servicer) in an auction reasonably designed to produce accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a fair price prior REO Property, the Special Servicer shall provide to the expiration Trustee a statement of accounting for the three-year period REO Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the Extended Perioddate of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the case Trustee may bereasonably request.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable 221575 Sequoia 2007-2 Pooling and Servicing Agmt. state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderCertificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Mortgage Loan Purchase and Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the Mortgage Loan Purchase and Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the Mortgage Loan Purchase and Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund unless (i) the Trustee has received a grant and the Securities Administrator shall have been supplied with an Opinion of extension from the Internal Revenue Service Counsel to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal subsequent to such three-year period will not result in an Adverse REMIC Event in which case the REO Property’s fair market value Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer (to the extent provided in the Mortgage Loan Purchase and Servicing Agreement) to protect and conserve, such REO Property in the manner and to the extent required by the Mortgage Loan Purchase and Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the Extended Periodmeaning of Section 860G(a)(8) of the Code. (b) The Master Servicer shall, to the extent required by the Mortgage Loan Purchase and Servicing Agreement, cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account. (c) The Master Servicer and the Servicer, as applicable, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the Mortgage Loan Purchase and Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Servicer Remittance Date.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunderrelated Certificateholders. The Master Servicer shall, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) The Master Servicer shall make, or shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market valueas expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. In any event, howeverFurther, the Master Servicer shall, or shall to the extent provided in the related Servicing Agreement, cause the applicable Servicer to, dispose of to sell any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such extension REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of the REMIC hereunder as defined in section 860F of the Code or cause the REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to(to the extent provided in the related Servicing Agreement) to protect and conserve, continue to attempt to sell the such REO Property for its fair market value for in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such period longer than three years REO Property to fail to qualify as such extension permits ("foreclosure property" within the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf meaning of Section 860G(a)(8) of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Code. (b) The Master Servicer shall, or shall to the extent required by the related Servicing Agreement, cause the applicable Servicer toto deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account. (c) The Master Servicer and the applicable Servicer, before upon the end final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the three year period or the Extended Period, as applicable, (i) purchase final disposition of such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which ; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be the Master Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period reimbursed or the Extended Periodpaid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property. (d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account on the next succeeding Remittance Date.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Purchase and Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any 139 income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Purchase and Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Purchase and Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “"Extended Period”"). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s 's fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding any other provision of this Agreement, the Master Servicer, acting on behalf of the Trustee hereunder, shall not (not, except to the extent provided in the applicable Servicing Agreement) , knowingly permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any an Adverse REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions Event unless the Master Servicer has advised, or has caused the applicable Servicer has provided to advise, the Trustee in writing to and the effect Securities Administrator an Opinion of Counsel concluding that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMICan Adverse REMIC Event. (b) The Master Servicer shall make, or Depositor shall cause the applicable Servicer (to make, the extent provided in its Servicing Agreement) to make reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer Depositor shall, or shall cause the applicable Servicer (to the extent provided in its Servicing Agreement) to, dispose of any REO Property within three years from the end of the calendar year of its acquisition by the Trust Fund unless the Trustee Depositor or the applicable Servicer (on behalf of the Trust Fund) has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the causing an Adverse REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMICEvent. If the Trustee has received such an extensionextension has been received, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master ServicerDepositor, acting on its behalf of the Trustee hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension has not been received and the Trustee, Depositor or the Master Servicer applicable Servicer, acting on behalf of the Trustee Trust Fund hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition by the Trust Fund or if the Trustee has received such an extension, has been received and the Trustee, Depositor or the Master applicable Servicer acting on behalf of the Trustee hereunder, is unable to sell the 213965 Sequoia 2007-1 Pooling and Servicing Agmt. REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or Depositor shall cause the applicable Servicer toServicer, before the end of the three year period or the Extended Period, as applicable, to (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Master applicable Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the Servicer to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied by the Servicer with an Opinion of such extension Counsel to the Master Servicer and (b) effect that the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the REO Account.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC related Certificateholders and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) MBIA. The Master Servicer shall makecause the Servicer to sell, or any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Further, the Master Servicer shall cause the applicable Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless (i) the Trustee has received a grant and MBIA shall have been supplied by the Servicer with an Opinion of extension from the Internal Revenue Service Counsel to the effect that, under that the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (a) the Trustee shall provide a copy of such extension to the Master Servicer and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the Extended Period, as meaning of Section 860G(a)(8) of the case may beCode. (b) The Master Servicer shall cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Collection Account.

REO Property. (a) Notwithstanding In the event the Trust Fund acquires ownership of any other provision REO Property in respect of this Agreementany related Mortgage Loan, the Master Servicerdeed or certificate of sale shall be issued to the Trustee, acting or to its nominee, on behalf of the Trustee hereunder, shall not (except to the extent provided in the applicable Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with respect to any REO Property which might cause such REO Property to fail to qualify as “foreclosure” property within the meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of section 860F(a)(2) of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless the Master Servicer has advised, or has caused the applicable Servicer to advise, the Trustee in writing to the effect that, under the REMIC Provisions, such action would not adversely affect the status of any REMIC as a REMIC and any income generated for any REMIC by the REO Property would not result in the imposition of a tax upon such REMIC. (b) related Certificateholders. The Master Servicer shall makecause the related Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement or the WFHM Servicing Agreement. Further, the Master Servicer shall cause the applicable related Servicer to make, reasonable efforts to sell any REO Property for its fair market value. In any event, however, the Master Servicer shall, or shall cause the applicable Servicer to, dispose of any REO Property within prior to three years from after the end of the calendar year of its acquisition by the Trust Fund REMIC I unless the Trustee has received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a Federal or state tax upon such REMIC. If the Trustee has received such an extension, then (ai) the Trustee shall provide a copy have been supplied by the related Servicer with an Opinion of such extension Counsel to the Master Servicer and (b) effect that the Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall cause the applicable Servicer to, continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Trustee has not received such an extension and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, or the applicable Servicer is unable to sell the REO Property within 33 months after its acquisition holding by the Trust Fund or if the Trustee has received such an extension, and the Trustee, or the Master Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Master Servicer shall, or shall cause the applicable Servicer to, before the end of the three year period or the Extended Period, as applicable, (i) purchase such REO Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at a price equal any time that any Certificates are outstanding, in which case the Trust Fund may continue to the REO Property’s fair market value hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) or (ii) auction the REO Property to the highest bidder (which may be the Master Servicer) in an auction reasonably designed to produce a fair price related Servicer shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable extension period. The Master Servicer shall cause the related Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement or the Extended PeriodWFHM Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on "net income from foreclosure property" or cause such REO Property to fail to qualify as "foreclosure property" within the case may bemeaning of Section 860G(a)(8) of the Code. (b) The Master Servicer shall cause the related Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the related Collection Account.