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

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Trustee for the benefit of the Grantor Trust Holder. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Trustee and the Grantor Trust Holder solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if and when the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would be in the best interests of the Grantor Trust. The Servicer shall give the Grantor Trustee and the Indenture Trustee not less than five days' prior notice of its intention to sell any Foreclosure Property and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of:

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (Loan Collateral becomes a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Indenture Trustee for the benefit of the Grantor Trust HolderSecurityholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Indenture Trustee and the Grantor Trust Holder Securityholders solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject to Section SECTION 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth hereinServicing Standard, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted the Servicing Procedures Standard and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon or repossess any Mortgaged PropertyLoan Collateral, or otherwise expend its own funds toward the restoration of any Mortgaged Property Loan Collateral that shall have suffered damage from any cause of damage to a Mortgaged Property Loan Collateral such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if and when the Servicer determines, in a manner consistent with Accepted the Servicing ProceduresStandard, that such a sale would be in the best interests of the Grantor Trust. The Servicer shall, consistent with the Servicing Standard, use its best efforts to dispose of any Foreclosure Property acquired under SECTION 4.10 hereof within three years of the date of its acquisition on behalf of the Trust. The Servicer shall give the Grantor Trustee and the Indenture Trustee not less than five days' prior notice of its intention to sell any Foreclosure Property and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of:

Title, Management and Disposition of Foreclosure Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property")foreclosure, the deed or certificate of sale shall be taken in the name of the Grantor Trustee person designated by the Issuer, or in the event such person is not authorized or permitted to hold title to real property in the state where the Foreclosure Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the Foreclosure Property is located. Any Person or Persons holding such title other than the Issuer shall acknowledge in writing that such title is being held as nominee for the benefit of the Grantor Trust HolderIssuer and the Noteholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Trustee and the Grantor Trust Holder solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the each Foreclosure Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosure foreclosed property for its own account, and in the same manner that similar property in the same locality as the Foreclosure Property is managed. Subject If a REMIC election is or is to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loansrespect to the arrangement under which the Mortgage Loans and any Foreclosure Property are held, the Servicer shall follow manage, conserve, protect and operate each Foreclosure Property in a manner which does not cause such practices Foreclosure 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 such REMIC of any "income from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" within the meaning of Section 860G(c)(2) of the Code. The Servicer shall cause each Foreclosure Property to be inspected promptly upon the acquisition of title thereto and procedures as it shall deem necessary cause each Foreclosure Property to be inspected at least annually thereafter. The Servicer shall make or advisable, as cause to be made a written report of each such inspection. Such reports shall be normal retained in the Loan File and usual copies thereof shall be forwarded by the Servicer to the Issuer. The Servicer shall use its best efforts to dispose of the Foreclosure Property as soon as possible. The Servicer shall report monthly to the Issuer and the Noteholders as to the progress being made in accordance selling such Foreclosure Property, and if, with Accepted Servicing Procedures the written consent of the Initial Noteholder, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and as a separate servicing agreement between the Servicer and the Issuer shall meet be entered into with respect to such purchase money mortgage. Notwithstanding the requirements of insurers under any insurance policy required to be maintained hereunder foregoing, if a REMIC election is made with respect to the related Home Loanarrangement under which the Loans and the Foreclosure Property are held, such Foreclosure Property shall be disposed of within three years after the end of the tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Code. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances final sale by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Foreclosure Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan ("REO Disposition") shall be recoverable carried out by the Servicer only from recoveries on at such Home Loan except to the extent price and upon such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if terms and when conditions as the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would deems to be in the best interests interest of the Grantor Trust. The Servicer shall give the Grantor Trustee Issuer and the Indenture Trustee not less than five days' Noteholders only with the prior notice written consent of its intention the Initial Noteholder. If as of the date title to sell any Foreclosure Property and was acquired by the Issuer there were outstanding unreimbursed Servicing Advances with respect to the Foreclosure Property, the Servicer, upon an REO Disposition of such Foreclosure Property, shall accept the highest bid received from any Person be entitled to reimbursement for any Foreclosure Property related unreimbursed Servicing Advances from Liquidation Proceeds received in an amount at least equal to connection with such REO Disposition. The Net Liquidation Proceeds from the sum of:REO Disposition shall be deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01.

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Indenture Trustee for the benefit of the Grantor Trust HolderSecurityholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Indenture Trustee and the Grantor Trust Holder Securityholders solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if and when the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would be in the best interests of the Grantor Trust. The Servicer shall give the Grantor Trustee and the Indenture Trustee not less than five days' prior notice of its intention to sell any Foreclosure Property and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of:

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Trustee for the benefit of the Grantor Trust HolderCertificateholders and the Certificate Insurer. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Trustee Trustee, the Certificate Insurer and the Grantor Trust Holder Certificateholders solely for the purpose of the its prudent and prompt disposition and sale of such Foreclosure Propertysale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject The Servicer shall attempt to Section 4.10 hereof, sell the same (and may temporarily lease the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificate Insurer and the Certificateholders. The Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties properties securing such of the Home Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Mortgage Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement an Uninsured Cause, unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing OfficerOfficer delivered to the Trustee and the Certificate Insurer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Mortgage Loan after reimbursement to itself of for Servicing Advances. Any Servicing Advances made with respect to a Home Mortgage Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing AdvanceMortgage Loan. The disposition of Foreclosure Property shall be carried out by the Servicer may offer at such price, and upon such terms and conditions, as the Servicer deems to sell be in the best interest of the Trustee, the Certificate Insurer and the Certificateholders and, as soon as practicable thereafter, the expenses of such sale shall be paid. The Net Liquidation Proceeds or Post Liquidation Proceeds, as applicable, from the conservation, disposition and sale of the Foreclosure Property shall be promptly deposited by the Servicer in the related Collection Account in accordance with and Section 6.1. Prior to any Person acquiring any Foreclosure Property, if and when the Servicer determinesshall cause a review to be performed, in a manner consistent accordance with Accepted Servicing Procedures, on the related Mortgaged Property by a company such as Equifax, Inc. or Toxicheck, and the scope of such review shall be limited to the review of public records and documents for indications that such a sale would be in Mortgaged Property has on it, under it or is near, hazardous or toxic material or waste. If such review reveals that the best interests of Mortgaged Property has on it, under it or is near hazardous or toxic material or waste or reveals any other environmental problem, the Grantor Trust. The Servicer shall give provide a copy to the Grantor Trustee and the Indenture Trustee not less than five days' prior notice Certificate Insurer of its intention to sell any Foreclosure Property the related report with an attached certification of a Responsible Officer that based on an analysis of all available information (including potential clean up costs and liability claims) at the time it is the best judgment of such Responsible Officer that such foreclosure shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal increase Net Liquidation Proceeds to the sum of:Trustee, and the Servicer shall not foreclose or accept a deed-in-lieu of foreclosure of such Mortgaged Property without the prior written consent of the Certificate Insurer. The Trustee shall promptly forward such report and certification to the

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the The deed or certificate of sale in respect of each Foreclosure Property shall be taken in the name of the Grantor Indenture Trustee for the benefit of the Grantor Trust HolderSecurityholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Indenture Trustee and the Grantor Trust Holder Securityholders solely for the purpose of the its prudent and prompt disposition and sale of such Foreclosure Propertysale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject to Section 4.10 hereof, and in the Servicer shall, consistent with same manner that similar property in the servicing standards set forth herein, foreclose upon or otherwise comparably convert same locality as the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home LoanForeclosure Property is managed. The Servicer shall be responsible for all costs attempt to sell the same (and expenses incurred by it in any may temporarily lease the same) on such proceedings; provided, however, that such costs terms and expenses will be recoverable conditions as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required deems to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if and when the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would be in the best interests interest of the Grantor TrustSecurityholders. The disposition of Foreclosure Property shall be carried out by the Servicer shall give at such price, and upon such terms and conditions, as the Grantor Servicer deems to be in the best interest of the Indenture Trustee and the Indenture Trustee not less than five days' prior notice Securityholders and, as soon as practicable thereafter, the expenses of its intention to sell any such sale shall be paid. The Net Liquidation Proceeds or Post-Liquidation Proceeds, as applicable, from the conservation, disposition and sale of the Foreclosure Property shall be promptly deposited by the Servicer in the Collection Account in accordance with Section 5.01 of this Agreement and the Indenture, which Net Liquidation Proceeds or Post-Liquidation Proceeds, as applicable, shall accept equal all cash amounts received with respect thereto less the highest bid received from any Person amounts retained and withdrawn by the Servicer for any related unreimbursed Servicing Advances and any other fees and expenses incurred in connection with such Foreclosure Property in an amount at least equal to the sum of:Property.

Title, Management and Disposition of Foreclosure Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property")foreclosure, the deed or certificate of sale shall be taken in the name of the Grantor Trustee person designated by the Issuer, or in the event such person is not authorized or permitted to hold title to real property in the state where the Foreclosure Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the Foreclosure Property is located. Any Person or Persons holding such title other than the Issuer shall acknowledge in writing that such title is being held as nominee for the benefit of the Grantor Trust HolderIssuer and the Noteholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Trustee and the Grantor Trust Holder solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the each Foreclosure Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosure foreclosed property for its own account, and in the same manner that similar property in the same locality as the Foreclosure Property is managed. Subject If a REMIC election is or is to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loansrespect to the arrangement under which the Mortgage Loans and any Foreclosure Property are held, the Servicer shall follow manage, conserve, protect and operate each Foreclosure Property in a manner which does not cause such practices Foreclosure 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 such REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” within the meaning of Section 860G(c)(2) of the Code. The Servicer shall cause each Foreclosure Property to be inspected promptly upon the acquisition of title thereto and procedures as it shall deem necessary cause each Foreclosure Property to be inspected at least annually thereafter. The Servicer shall make or advisable, as cause to be made a written report of each such inspection. Such reports shall be normal retained in the Loan File and usual copies thereof shall be forwarded by the Servicer to the Issuer. The Servicer shall use its best efforts to dispose of the Foreclosure Property as soon as possible. The Servicer shall report monthly to the Issuer and the Noteholders as to the progress being made in accordance selling such Foreclosure Property, and if, with Accepted Servicing Procedures the written consent of the Initial Noteholder, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and as a separate servicing agreement between the Servicer and the Issuer shall meet be entered into with respect to such purchase money mortgage. Notwithstanding the requirements of insurers under any insurance policy required to be maintained hereunder foregoing, if a REMIC election is made with respect to the related Home Loanarrangement under which the Loans and the Foreclosure Property are held, such Foreclosure Property shall be disposed of within three years after the end of the tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Code. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances final sale by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Foreclosure Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan (“REO Disposition”) shall be recoverable carried out by the Servicer only from recoveries on at such Home Loan except to the extent price and upon such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if terms and when conditions as the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would deems to be in the best interests interest of the Grantor Trust. The Servicer shall give the Grantor Trustee Issuer and the Indenture Trustee not less than five days' Noteholders only with the prior notice written consent of its intention the Initial Noteholder. If as of the date title to sell any Foreclosure Property and was acquired by the Issuer there were outstanding unreimbursed Servicing Advances with respect to the Foreclosure Property, the Servicer, upon an REO Disposition of such Foreclosure Property, shall accept the highest bid received from any Person be entitled to reimbursement for any Foreclosure Property related unreimbursed Servicing Advances from Liquidation Proceeds received in an amount at least equal to connection with such REO Disposition. The Net Liquidation Proceeds from the sum of:REO Disposition shall be deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01.

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Indenture Trustee for the benefit of the Grantor Trust HolderSecurityholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Indenture Trustee and the Grantor Trust Holder Securityholders solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan shall be recoverable by the Servicer only from recoveries on such Home Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if and when the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would be in the best interests of the Grantor Owner Trust. The Servicer shall give the Grantor Trustee and the Indenture Trustee not less than five days' prior notice of its intention to sell any Foreclosure Property and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of:

Title, Management and Disposition of Foreclosure Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property"), the deed or certificate of sale shall be taken in the name of the Grantor Indenture Trustee for the benefit of the Grantor Trust HolderSecurityholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Indenture Trustee and the Grantor Trust Holder Securityholders solely for the purpose of the its prudent and prompt disposition and sale of such Foreclosure Propertysale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosure Property in the same manner that it manages, conserves, protects and operates other foreclosure property for its own account. Subject The Servicer shall attempt to Section 4.10 hereof, sell the same (and may temporarily lease the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders. The Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties properties securing such of the Home Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Mortgage Loans, the Servicer shall follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in accordance with Accepted Servicing Procedures and as shall meet the requirements of insurers under any insurance policy required to be maintained hereunder with respect to the related Home Mortgage Loan. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement an Uninsured Cause, unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Mortgage Loan after reimbursement to itself of for Servicing Advances. Any Servicing Advances made with respect to a Home Mortgage Loan shall be recoverable by the Servicer only from recoveries on such Home Mortgage Loan except to the extent such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The disposition of Foreclosure Property shall be carried out by the Servicer may offer at such price, and upon such terms and conditions, as the Servicer deems to sell be in the best interest of the Indenture Trustee and the Securityholders, and as soon as practicable thereafter, the expenses of such sale shall be paid. The Net Liquidation Proceeds or Post Liquidation Proceeds, as applicable, from the conservation, disposition and sale of the Foreclosure Property shall be promptly deposited by the 55 60 Servicer in the Collection Account in accordance with Section 5.01 of this Agreement and the Indenture. Prior to any Person acquiring any Foreclosure Property, if and when the Servicer determinesshall cause a review to be performed, in a manner consistent accordance with Accepted Servicing Procedures, on the related Mortgaged Property by a company such as Equifax, Inc. or Toxicheck; the scope of such review shall be limited to the review of public records and documents for indications that such Mortgaged Property has on it, or is near, hazardous or toxic material or waste. If such review reveals that the Mortgaged Property has on it, under it or is near hazardous or toxic material or waste or reveals any other environmental problem, the Servicer shall provide a sale would be in copy to the Indenture Trustee of the related report. If the Servicer attaches to such report a certification executed by a Responsible Officer stating that, based on an analysis of all available information (including potential clean-up costs and liability claims) at the time, it is the best interests judgment of such Responsible Officer that such foreclosure shall increase Net Liquidation Proceeds to the Grantor TrustIndenture Trustee, then the Trust shall take title to such Mortgaged Property. The Indenture Trustee shall promptly forward such report and certification to the Securityholders. The Servicer shall give may contract with any independent contractor for the Grantor Trustee operation and the Indenture Trustee not less than five days' prior notice management of its intention to sell any Foreclosure Property and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum ofProperty, provided that:

Title, Management and Disposition of Foreclosure Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (a "Foreclosure Property")foreclosure, the deed or certificate of sale shall be taken in the name of the Grantor Trustee person designated by the Issuer, or in the event such person is not authorized or permitted to hold title to real property in the state where the Foreclosure Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the Foreclosure Property is located. Any Person or Persons holding such title other than the Issuer shall acknowledge in writing that such title is being held as nominee for the benefit of the Grantor Trust HolderIssuer and the Noteholders. The Servicer shall manage, conserve, protect and operate each Foreclosure Property for the Grantor Trustee and the Grantor Trust Holder solely for the purpose of the prudent and prompt disposition and sale of such Foreclosure Property. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the each Foreclosure Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosure foreclosed property for its own account, and in the same manner that similar property in the same locality as the Foreclosure Property is managed. Subject If a REMIC election is or is to Section 4.10 hereof, the Servicer shall, consistent with the servicing standards set forth herein, foreclose upon or otherwise comparably convert the ownership of Properties securing such of the Home Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with realization upon defaulted Home Loansrespect to the arrangement under which the Mortgage Loans and any Foreclosure Property are held, the Servicer shall follow manage, conserve, protect and operate each Foreclosure Property in a manner which does not cause such practices Foreclosure 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 such REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” within the meaning of Section 860G(c)(2) of the Code. The Servicer shall cause each Foreclosure Property to be inspected promptly upon the acquisition of title thereto and procedures as it shall deem necessary cause each Foreclosure Property to be inspected at least annually thereafter. The Servicer shall make or advisable, as cause to be made a written report of each such inspection. Such reports shall be normal retained in the Loan File and usual copies thereof shall be forwarded by the Servicer to the Issuer. The Servicer shall use its best efforts to dispose of the Foreclosure Property as soon as possible. The Servicer shall report monthly to the Issuer and the Noteholders as to the progress being made in accordance selling such Foreclosure Property, and if, with Accepted Servicing Procedures the written consent of the Noteholder Agent, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and as a separate servicing agreement between the Servicer and the Issuer shall meet be entered into with respect to such purchase money mortgage. Notwithstanding the requirements of insurers under any insurance policy required to be maintained hereunder foregoing, if a REMIC election is made with respect to the related Home Loanarrangement under which the Loans and the Foreclosure Property are held, such Foreclosure Property shall be disposed of within three years after the end of the tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Code. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances final sale by the Servicer as contemplated herein. The Servicer shall not be required to make any Servicing Advance, to foreclose upon any Mortgaged Property, or otherwise expend its own funds toward the restoration of any Mortgaged Foreclosure Property that shall have suffered damage from any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to this Agreement unless it shall determine in its reasonable judgment, as evidenced by a certificate of a Servicing Officer, that such foreclosure or restoration, as the case may be, will increase the proceeds of liquidation of the related Home Loan after reimbursement to itself of Servicing Advances. Any Servicing Advances made with respect to a Home Loan (“REO Disposition”) shall be recoverable carried out by the Servicer only from recoveries on at such Home Loan except to the extent price and upon such Servicing Advance is deemed a Nonrecoverable Servicing Advance. The Servicer may offer to sell to any Person any Foreclosure Property, if terms and when conditions as the Servicer determines, in a manner consistent with Accepted Servicing Procedures, that such a sale would deems to be in the best interests interest of the Grantor Trust. The Servicer shall give the Grantor Trustee Issuer and the Indenture Trustee not less than five days' Noteholders only with the prior notice written consent of its intention the Noteholder Agent. If as of the date title to sell any Foreclosure Property and was acquired by the Issuer there were outstanding unreimbursed Servicing Advances with respect to the Foreclosure Property, the Servicer, upon an REO Disposition of such Foreclosure Property, shall accept the highest bid received from any Person be entitled to reimbursement for any Foreclosure Property related unreimbursed Servicing Advances from Liquidation Proceeds received in an amount at least equal to connection with such REO Disposition. The Net Liquidation Proceeds from the sum of:REO Disposition shall be deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01.