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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereof, the Servicer shall act on behalf of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 5.01 hereof.

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. (a) 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 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 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 Loan after reimbursement to itself of for 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 disposition of Foreclosure Property, if and when Property shall be carried out by the Servicer determinesat such price, in a manner consistent with Accepted Servicing Proceduresand upon such terms and conditions, that such a sale would as the Servicer deems to be in the best interests interest of the Grantor Trust. The Servicer shall give the Grantor 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 and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, be promptly deposited by the Servicer shall accept in the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, Collection Account in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or accordance with the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant heretoand Section 5.1. In determining whether any bid constitutes a fair price for Prior to acquiring any Foreclosure Property, the Servicer shall take into accountcause a review to be performed, in accordance with Accepted Servicing Procedures, on the related Mortgaged Property by a company such as Equifax, Inc. or Toxicheck, and any appraiser or other expert in real estate matters the scope of such review shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject limited to the provisions review of Section 4.10 hereofpublic records and documents for indications that such Mortgaged Property has on it, under 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 act on behalf provide a copy to the Indenture Trustee of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection related report with the sale an attached certification of any Foreclosure Property, including the collection a Responsible Officer that based on an analysis of all amounts payable in connection therewith. Any sale available information (including potential clean up costs and liability claims) at the time it is the best judgment of a Foreclosure Property such Responsible Officer that such foreclosure shall be without recourse increase Net Liquidation Proceeds to the Grantor Trustee, Indenture Trustee and the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Issuer shall take title to such Mortgaged Property. The Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect promptly forward such report and certification to the purchase price therefor accepted by the Servicer or the Grantor TrusteeSecurityholders. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, provided that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 thirty days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 4.4 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any all fees owed by it to any such independent contractor contractor, and that any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and advisable, as shall be normal and usual in its several servicing activitiesaccordance with Accepted Servicing Procedures, and the resulting Liquidation Proceeds shall be distributed in accordance with the Section 5.01 hereof5.1.

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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereof, the Servicer shall act on behalf of the Grantor Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Indenture Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Indenture Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 5.01 hereof.

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 Loan. The Servicer shall be responsible for all costs arrangement under which the Loans 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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereofare held, the Servicer shall act on behalf of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a such Foreclosure Property shall be without recourse to disposed of within three years after the Grantor Trustee, end of the Servicer tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor TrusteeCode. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof final sale by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property ("REO Disposition") shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable deems to be in the best interest of the Issuer and the Noteholders only with the prior written consent of the Initial Noteholder. If as of the date title to any Foreclosure Property 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 be normal and usual in its several servicing activities, and the resulting entitled to reimbursement for any related unreimbursed Servicing Advances from Liquidation Proceeds received in connection with such REO Disposition. The Net Liquidation Proceeds from the REO Disposition shall be distributed deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01 hereof5.01.

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 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 Servicer may offer to sell to any Person any disposition of Foreclosure Property, if and when Property shall be carried out by the Servicer determinesat such price, in a manner consistent with Accepted Servicing Proceduresand upon such terms and conditions, that such a sale would as the Servicer deems to be in the best interests interest of the Grantor Trust. The Servicer shall give the Grantor 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 and shall accept the highest bid received from any Person for any Foreclosure Property in an amount at least equal to the sum of: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property promptly deposited by the Servicer, if 55 60 Servicer in the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence Collection Account in accordance with Section 5.01 of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid this Agreement and the Servicer shall accept the highest outstanding cash bid, regardless of from whom receivedIndenture. No Interested Person shall be obligated Prior to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for acquiring any Foreclosure Property, the Servicer shall take into accountcause a review to be performed, and any appraiser in accordance with Accepted Servicing Procedures, on the related Mortgaged Property by a company such as Equifax, Inc. or other expert in real estate matters Toxicheck; the scope of such review shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject limited to the provisions review of Section 4.10 hereofpublic 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 act on behalf provide a copy to the Indenture Trustee of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with related report. If the sale of any Foreclosure PropertyServicer attaches to such report a certification executed by a Responsible Officer stating that, including the collection based on an analysis of all amounts payable in connection therewith. Any sale available information (including potential clean-up costs and liability claims) at the time, it is the best judgment of a Foreclosure Property such Responsible Officer that such foreclosure shall be without recourse increase Net Liquidation Proceeds to the Grantor Indenture Trustee, then the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor shall take title to such Mortgaged Property. The Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect promptly forward such report and certification to the purchase price therefor accepted by the Servicer or the Grantor TrusteeSecurityholders. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, provided that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, Property and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 thirty (30) days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 4.04 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any all fees owed by it to any such independent contractor contractor, and that any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and advisable, as shall be 56 61 normal and usual in its several servicing activitiesaccordance with Accepted Servicing Procedures, and the resulting Liquidation Proceeds shall be distributed in accordance with the Section 5.01 hereof.

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 Loan. The Servicer shall be responsible for all costs arrangement under which the Loans 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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereofare held, the Servicer shall act on behalf of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a such Foreclosure Property shall be without recourse to disposed of within three years after the Grantor Trustee, end of the Servicer tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor TrusteeCode. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof final sale by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property (“REO Disposition”) shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable deems to be in the best interest of the Issuer and the Noteholders only with the prior written consent of the Noteholder Agent. If as of the date title to any Foreclosure Property 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 be normal and usual in its several servicing activities, and the resulting entitled to reimbursement for any related unreimbursed Servicing Advances from Liquidation Proceeds received in connection with such REO Disposition. The Net Liquidation Proceeds from the REO Disposition shall be distributed deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01 hereof5.01.

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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or nor the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereof, the Servicer shall act on behalf of the Grantor Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Indenture Trustee, the Servicer or the Grantor Owner Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Indenture Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 5.01 hereof.

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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior LiensLoan; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section SECTION 4.10 hereof, the Servicer shall act on behalf of the Grantor Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Indenture Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Indenture Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 5.01 hereof.

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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior LiensLoan; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section SECTION 4.10 hereof, the Servicer shall act on behalf of the Grantor Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Indenture Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Indenture Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section SECTION 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Net Liquidation Proceeds shall be distributed in accordance with Section 5.01 deposited into the Collection Account pursuant to SECTION 5.01(B)(1) hereof.

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 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 attempt 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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereof, the Servicer shall act on behalf of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties (and obligations in connection with may temporarily lease the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon same) on such terms and conditions as the Servicer shall deem necessary or advisable and as deems to be in the best interest of the Securityholders. The disposition of Foreclosure Property shall be normal and usual in its several servicing activitiescarried out by the Servicer at such price, and upon such terms and conditions, as the resulting Servicer deems to 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 distributed promptly deposited by the Servicer in the Collection Account in accordance with Section 5.01 hereofof this Agreement and the Indenture, which Net Liquidation Proceeds or Post-Liquidation Proceeds, as applicable, shall equal all cash amounts received with respect thereto less the 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.

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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior LiensLoan; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section SECTION 4.10 hereof, the Servicer shall act on behalf of the Grantor Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosure Property shall be without recourse to the Grantor Indenture Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Indenture Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Indenture Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section SECTION 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Net Liquidation Proceeds shall be distributed in accordance with Section 5.01 deposited into the Collection Account pursuant to SECTION 5.01(b)(1) hereof.

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 Loan. The Servicer shall be responsible for all costs arrangement under which the Loans 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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee or the Indenture Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any Foreclosure Property pursuant hereto. In determining whether any bid constitutes a fair price for any Foreclosure Property, the Servicer shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject to the provisions of Section 4.10 hereofare held, the Servicer shall act on behalf of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosure Property, including the collection of all amounts payable in connection therewith. Any sale of a such Foreclosure Property shall be without recourse to disposed of within three years after the Grantor Trustee, end of the Servicer tax year in which such property becomes Foreclosure Property or such other period as may be permitted under Section 860G(a)(8) of the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor TrusteeCode. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof final sale by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such Foreclosure Property. The Servicer shall be entitled to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property (“REO Disposition”) shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable deems to be in the best interest of the Issuer and the Noteholders only with the prior written consent of the Initial Noteholder. If as of the date title to any Foreclosure Property 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 be normal and usual in its several servicing activities, and the resulting entitled to reimbursement for any related unreimbursed Servicing Advances from Liquidation Proceeds received in connection with such REO Disposition. The Net Liquidation Proceeds from the REO Disposition shall be distributed deposited in the Collection Account promptly following receipt thereof for distribution on the succeeding Payment Date in accordance with Section 5.01 hereof5.01.

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 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 Servicer may offer to sell to any Person any disposition of Foreclosure Property, if and when Property shall be carried out by the Servicer determinesat such price, in a manner consistent with Accepted Servicing Proceduresand upon such terms and conditions, that such a sale would as the Servicer deems to be in the best interests interest 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: (1) the Principal Balance of the related foreclosed Home Loan plus the outstanding amount of any Superior Liens; and (2) all unpaid interest accrued thereon at the related Home Loan Interest Rate through the date of sale. In the absence of any such bid, the Servicer shall accept the highest bid received from any Person that is determined to be a fair price for such Foreclosure Property by the Servicer, if the highest bidder is a Person other than an Interested Person, or by an Independent appraiser retained by the Servicer, if the highest bidder is an Interested Person. In the absence of any bid determined to be fair as aforesaid, the Servicer shall offer the affected Foreclosure Property for sale to any Person, other than an Interested Person, in a commercially reasonable manner for a period of not less than 10 or more than 30 days, and shall accept the highest cash bid received therefor in excess of the highest bid previously submitted. If no such bid is received, any Interested Person may resubmit its original bid and the Servicer shall accept the highest outstanding cash bid, regardless of from whom received. No Interested Person shall be obligated to submit a bid to purchase any Foreclosure Property and, notwithstanding anything to the contrary herein, neither the Grantor Trustee, the Owner Trustee 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 Indenture Trusteeconservation, in its individual capacity, nor any disposition and sale of its Affiliates may bid for or purchase any the Foreclosure Property pursuant heretoshall be promptly deposited by the Servicer in the related Collection Account in accordance with and Section 6.1. In determining whether any bid constitutes a fair price for Prior to acquiring any Foreclosure Property, the Servicer shall take into accountcause a review to be performed, in accordance with Accepted Servicing Procedures, on the related Mortgaged Property by a company such as Equifax, Inc. or Toxicheck, and any appraiser or other expert in real estate matters the scope of such review shall be instructed to take into account, as applicable, among other factors, the financial standing of any tenant of the Foreclosure Property, the physical condition of the Foreclosure Property and the state of the local and national economies. Subject limited to the provisions review of Section 4.10 hereofpublic records and documents for indications that such Mortgaged Property has on it, under 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 act on behalf provide a copy to the Trustee and the Certificate Insurer of the Grantor Trustee in negotiating and taking any other action necessary or appropriate in connection related report with the sale an attached certification of any Foreclosure Property, including the collection a Responsible Officer that based on an analysis of all amounts payable in connection therewith. Any sale available information (including potential clean up costs and liability claims) at the time it is the best judgment of a Foreclosure Property such Responsible Officer that such foreclosure shall be without recourse increase Net Liquidation Proceeds to the Grantor Trustee, the Servicer or the Grantor Trust and, if consummated in accordance with the terms of this Agreement, neither the Servicer nor the Grantor Trustee shall have any liability to any Grantor Trust Holder or Securityholder with respect to the purchase price therefor accepted by the Servicer or the Grantor Trustee. The Servicer may contract with any independent contractor for the operation and management of any Foreclosure Property; provided, however, that: (i) the terms and conditions of any such contract shall not be inconsistent with this Agreement; (ii) any such contract shall require, or shall be administered to require, that the independent contractor pay all costs and expenses incurred in connection with the operation and management of such Foreclosure Property, remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than 30 days following the receipt thereof by such independent contractor; (iii) none of the provisions of this Section 4.11 relating to any such contract or to actions taken through any such independent contractor shall be deemed to relieve the Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such Foreclosure Property; and (iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management not foreclose or accept a deed-in-lieu of foreclosure of such Foreclosure PropertyMortgaged Property without the prior written consent of the Certificate Insurer. The Servicer Trustee shall be entitled promptly forward such report and certification to enter into any agreement with any independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such independent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall not be liable for any fees owed by it to any such independent contractor and any amounts so expended shall be deemed Servicing Advances. Each liquidation of a Foreclosure Property shall be carried by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable and as shall be normal and usual in its several servicing activities, and the resulting Liquidation Proceeds shall be distributed in accordance with Section 5.01 hereof.the