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

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate any REO Property it chooses, provided the Purchaser gives written notice of its intention to do so within sixty (60) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage any REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. If the Purchaser does not elect to manage and operate the REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless unless(i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be $1000.00 per Mortgage Loan. The Company shall make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. In the event the Purchaser does not elect to manage its own REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. Notwithstanding any other provision in this Section 4.05, no REO Property shall be marketed for less than the appraisal value of the related Mortgaged Property without the prior consent of the Purchaser, and no REO Property shall be sold for less than ninety percent (90%) of its appraised value without the prior written consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any third party managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be the operation greater of one percent (1%) of the gross sales price of the REO Property in or $1500.00 per REO Property, provided however, the Custodial AccountREO management fee shall not exceed the net Liquidation Proceeds. The Seller Company shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that If title to any a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany or its nominee, or in either case as nominee, for the benefit of the Owner on the date of acquisition of title (the "REO Owner"). In the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where in which the REO 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 opinion of Counsel counsel obtained by the Seller Company, at expense of the REO Owner, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser REO Owner shall acknowledge in writing that such title is being held as nominee for the PurchaserREO Owner. The Seller Company shall manage, conserve, protect and operate notify the Owner in accordance with Customary Servicing Procedures of each acquisition of REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own accountupon such acquisition, and in thereafter assume the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same responsibility for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell marketing such REO Property in any event within one year after title has been taken accordance with Customary Servicing Procedures. Thereafter, the Company shall continue to provide certain administrative services to the Owner relating to such REO PropertyProperty as set forth in this Section 4.14. The REO Property must be sold within three years following the end of the calendar year of the date of acquisition, unless the Seller determines, and gives an appropriate notice a REMIC election has been made with respect to the Purchaser arrangement under which the Mortgage Loans and REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the related trust of such Mortgaged Property subsequent to such effectthree-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the related trust as defined in Section 860F of the Code, that or cause the related REMIC to fail to qualify as a longer period is necessary for REMIC, in which case the orderly liquidation related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner or the Company shall have applied for, prior to the expiration of such REO Propertythree-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the PurchaserOwner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among between the Seller Company and Purchaser Owner shall be entered into with respect to such purchase money mortgage. The Seller Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a REMIC shall also maintain be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on each REO behalf of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property fire and hazard insurance with extended coverage in an amount which is to fail to qualify at least equal any time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to the maximum insurable value imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of Section 860G(c) of the improvements which are a part Code, or (iii) cause the sale of such property, liability insurance and, Mortgaged Property to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance result in the amount required above. The disposition of REO Property shall be carried out receipt by the Seller at such price, and upon such terms and conditions, related trust or any income from non-permitted assets as the Seller deems to be described in the best interests Section 860F(a) (2)(B) of the Purchaser. The proceeds of sale of Code, unless the REO Property shall be promptly deposited in Company has agreed to indemnify and hold harmless the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received trust with respect to the conservation and disposition imposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)such taxes.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in Servicer on behalf of the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedOwner. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Owner solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property account in the same locality as the REO Property property is managedlocated. The Seller Servicer, at Owner’s expense, shall reasonably cooperate with the Owner’s request to transfer the management of any REO Property to a third party vendor. The Servicer shall attempt to sell the same (and may may, with Owner’s consent, temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserOwner. The Seller Servicer shall notify the Owner from time to time as to the status of each REO Property. The Servicer shall use its best commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserOwner. No REO disposition shall be effected without the prior consent of the Owner. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, Advances and unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 2.15, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the PurchaserOwner. With respect to each REO Property, the Seller Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Servicer shall cause to be deposited on a daily basis upon the within three days of receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless unless(i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if no REMIC election has been made and if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property; provided however, that the Company agrees not to sell or dispose of any such Mortgage Loan to a person who acquires such Mortgage Loan using a purchase money mortgage. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.3. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserOwner or the Owner's designee, or in the event the Purchaser Owner is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Owner shall acknowledge in writing that such title is being held as nominee for the PurchaserOwner. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Owner solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserOwner. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Servicer determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserOwner. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the PurchaserOwner. With respect to each The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Servicer, or the Servicer itself. The Servicer shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Owner of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserInterim Servicer, or in the event such other name as the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedshould designate. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Interim Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerInterim Servicer, either itself or through an agent selected by the SellerInterim Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Interim Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Interim Servicer deems to be in the best interest of the Purchaser. The Seller Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Interim Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Interim Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Interim Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Interim Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Interim Servicer at such price, and upon such terms and conditions, as the Seller Interim Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Interim Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller Interim Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Interim Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d6.03(c).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. The Seller Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall not proceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. The Servicer shall use its best efforts Best Efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (a) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (b) the Servicer determines, and gives an appropriate notice to the Purchaser Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Master Servicer as to the progress being made in selling such REO Property and (ii) ifProperty. Notwithstanding anything herein to the contrary, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage Servicer shall not be held pursuant required to this Agreement, but instead a separate participation agreement among provide financing for the Seller and Purchaser shall be entered into with respect to such purchase money mortgagesale of any REO Property. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserTrust Fund. Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each a “Notice of Sale”). The proceeds of Master Servicer shall be deemed to have approved the sale of the any REO Property shall be promptly deposited unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the Custodial Account. As soon as practical thereafter related Notice of Sale, that it disapproves of the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advancessale, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received case the net cash proceeds of such sale remaining in Servicer shall not proceed with the Custodial Account shall be distributed to the Purchasersale. With respect to each any REO Property, upon a REO Disposition, the Seller Servicer shall hold all be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. The Servicer shall withdraw from the Custodial Account funds collected necessary for the proper operation, management and received in connection with the operation maintenance of the REO Property in Property, including the Custodial Accountcost of maintaining any hazard insurance pursuant to the Xxxxxx Mae Guides. The Seller Servicer shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Master Servicer of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 3.12 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in Servicer on behalf of the event Owner and without reference to the Purchaser is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state Owner except as otherwise required 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedlaw. The Person or Persons holding such title other than the Purchaser Owner shall acknowledge in writing that such title is being held as nominee for the PurchaserOwner. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Owner solely for the purpose of its prompt disposition and sale. In consideration therefor, the Owner shall pay the Servicer the REO Management Fee per month as set forth in the applicable Commitment Letter. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserOwner in accordance with Accepted Servicing Practices. The Seller Servicer shall provide the Owner on a monthly basis a report on the status of each REO Property. In consideration therefor, the Owner shall pay the Servicer the REO Management Fee per month as set forth in the applicable Commitment Letter. The Servicer shall use its best commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserOwner in accordance with Accepted Servicing Practices. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial AccountAccount pursuant to the terms of this Agreement but not later than the second Business Day following receipt thereof. As soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, Advances and unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Servicer shall cause to be deposited on a daily basis upon or prior to the second Business Day following the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) (A) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) Property the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchasers of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserSeller, or in the event such other name as the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedshould designate. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d6.03(c).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at the expense of the Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate notify the Purchaser in accordance with the Xxxxxx Mae Guides of each acquisition of REO Property upon such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerSeller shall, either itself or through an agent selected by the Seller, shall and in accordance with the Xxxxxx Xxx Guides manage, conserve, protect and operate the each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of the PurchaserServicing File. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent Property. If as of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name date title to any REO Property was acquired by the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The the REO Property, the Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on update the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed Purchaser from time-to-time as to the Purchaser. With respect to status of each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 person designated by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedPurchaser. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Unless otherwise directed by the Purchaser, the Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the each REO Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. If a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Seller shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by 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 Seller shall attempt cause each REO Property to sell be inspected promptly upon the same (acquisition of title thereto and may temporarily rent shall cause each REO Property to be inspected at least annually thereafter. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the same for a period not greater than one year, except as otherwise provided below) on such terms Mortgage File and conditions as copies thereof shall be forwarded by the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of held, such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by disposed of before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Seller at provides to the trustee under such priceREMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, and upon such terms and conditions, as the Seller deems to be will not result in the best interests imposition of taxes on "prohibited transactions" as defined in Section 860F of the PurchaserCode, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. The proceeds Seller shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the REO Property shall be promptly deposited in Code, or any "net income from foreclosure property" which is subject to taxation under the Custodial AccountREMIC provisions of the Code. As soon as practical thereafter the expenses of Pursuant to its efforts to sell such sale shall be paid and property, the Seller shall reimburse either itself for any related unreimbursed Servicing Advancesor through an agent selected by Seller, unpaid Servicing Fees protect and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which conserve such sale proceeds are received the net cash proceeds of such sale remaining property in the Custodial Account same manner and to such an extent as is customary in the locality where such property is located. Additionally, Seller shall be distributed perform the tax withholding and reporting related to Sections 1445 and 6050J of the PurchaserCode. With respect to each REO Property, the Seller shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the form of a non-interest bearing demand account, unless an Opinion of Counsel is obtained by the Seller to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Seller or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial AccountAccount Letter Agreement attached as Exhibit 7 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request. The Seller shall deposit or cause to be deposited deposited, on a daily basis upon the receipt thereof in each Custodial REO Account all revenues received with respect to the conservation related REO Property and disposition shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Seller. Notwithstanding the foregoingThe Seller shall not be entitled to retain interest paid or other earnings, at any time and from time to timeif any, on funds deposited in such REO Account. On or before each Determination Date, the Seller shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Seller shall furnish to the Purchaser may on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Together with such statement, the Seller shall furnish to the Purchaser a statement covering the Seller’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month. Each REO Disposition shall be carried out by the Seller at its election terminate this Agreement such price and upon such terms and conditions as the Seller deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Seller there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties Property, the Seller, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Seller as provided by Section 6.03(d)above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 11.14.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, Owner or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of its designee. Any 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Owner shall acknowledge in writing that such title is being held as nominee for the Purchaserbenefit of the Owner. The Seller Servicer shall manage, conserve, protect and operate assume the responsibility for marketing each REO Property for in accordance with Accepted Servicing Practices. Thereafter, the Purchaser solely for Servicer shall continue to provide certain administrative services to the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt Owner relating to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such set forth in this Section 4.13. The REO Property in any event must be sold within one three years following the end of the calendar year after title of the date of acquisition if a REMIC election has been taken made with respect to the arrangement under which the Mortgage Loans and REO Property are held, unless (i) the Servicer shall have delivered to the Owner an Opinion of Counsel acceptable to the Owner and the NIMs Insurer, to the effect that the holding by the related trust of such Mortgaged Property subsequent to such REO Propertythree-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the related trust as defined in Section 860F of the Code, unless or cause the Seller determinesrelated REMIC to fail to qualify as a REMIC, and gives an appropriate notice in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Servicer shall have applied for, prior to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation expiration of such REO Propertythree-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property. Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property and held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) if, with subject the written consent related trust to the imposition of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into any federal or state income taxes on "net income from foreclosure property" with respect to such purchase money mortgageMortgaged Property within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes. The Seller shall also maintain on Servicer shall, either itself or through an agent selected by the Servicer and in accordance with Accepted Servicing Practices, manage, conserve, protect and operate each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveProperty. The disposition of Each REO Property Disposition shall be carried out by the Seller Servicer at such price, price and upon such terms and conditions, conditions as the Seller Servicer deems to be in the best interests interest of the PurchaserOwner and the related terms and conditions are results of arm's-length negotiation. The proceeds of REO Disposition Proceeds from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances Monthly Advances, made pursuant to this SectionSection 5.03, and on unpaid Servicing Fees. The Servicer shall cause each REO Property to be inspected promptly upon the Remittance Date immediately following acquisition of title thereto and shall cause each REO Property to be inspected at a frequency consistent with Accepted Servicing Practices. The Servicer shall make or cause the Principal Prepayment Period in which inspector to make a written report of each such sale proceeds are received the net cash proceeds of such sale remaining inspection. Such reports shall be retained in the Custodial Account shall Servicing File and copies thereof shall, upon reasonable request, be distributed forwarded by the Servicer to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)Owner.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or, upon the written request of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 the Purchaser's nominee, who shall have all rights of the Purchaser herein with respect to such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedProperty. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. However, the Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within sixty (60) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights and obligations of the Company pursuant to Section 11.02. If the Purchaser does not elect to manage and operate the REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company. Any REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. In the event the Purchaser does not elect to manage its own REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. Notwithstanding any other provision in this Section 4.05, no REO Property shall be marketed for less than the appraisal value of the related Mortgaged Property without the prior consent of the Purchaser, and no REO Property shall be sold for less than ninety percent (90%) of its appraised value without the prior written consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any third party managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be the operation greater of one percent (1%) of the gross sales price of the REO Property in or $1500.00 per REO Property, provided however, the Custodial AccountREO management fee shall not exceed the net Liquidation Proceeds. The Seller Company shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserIndenture Trustee or its nominee in trust for the benefit of the Noteholders and the Swap Counterparty, or in the event the Purchaser Indenture Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer (with a copy delivered to the Indenture Trustee) from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Indenture Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserIndenture Trustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Indenture Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserIssuer, the Indenture Trustee and the Noteholders. If the Servicer hereafter becomes aware that a Mortgaged Property is an Environmental Problem Property, the Servicer will notify the Master Servicer of the existence of the Environmental Problem Property. Additionally, the Servicer shall set forth in such notice a description of such problem, a recommendation to the Master Servicer relating to the proposed action regarding the Environmental Problem Property, and the Servicer shall carry out the recommendation set forth in such notice. Notwithstanding the foregoing, the Servicer shall obtain the Master Servicer’s prior written consent to any expenditures proposed to remediate Environmental Problem Properties or to defend any claims associated with Environmental Problem Properties if such expenses, in the aggregate, are expected to exceed $100,000. Failure to provide written notice of disapproval of the expenditure within five (5) Business Days of receipt of such request for prepaid expenditures shall be deemed an approval of such expenditure. If the Servicer has received reliable instructions to the effect that a Property is an Environmental Problem Property (e.g., Servicer obtains a broker’s price opinion which reveals the potential for such problem), the Servicer will not accept a deed-in-lieu of foreclosure upon any such Property without first obtaining a preliminary environmental investigation for the Property. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance property and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Administration Fees and unreimbursed advances made pursuant to this SectionSection or Section 4.03. The Servicer shall make Servicing Advances of all funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.02(k), such advances to be reimbursed from the disposition or liquidation proceeds of the REO Property. The Servicer shall make monthly remittances on the each Servicer Remittance Date immediately following to the Principal Prepayment Period in which such sale proceeds are received Master Servicer of the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.02(p) and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d6.03(c).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserSeller, or in the event the Purchaser Seller is not authorized or permitted to hold title to real property in the state where the REO 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 person or Persons persons as shall be consistent with an Opinion opinion of Counsel counsel obtained by the Seller Purchaser, at expense of Seller, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Person person or Persons persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the PurchaserSeller. The Seller Purchaser shall manage, conserve, protect and operate each REO Property for the Purchaser Seller solely for the purpose of its prompt disposition and sale. The Seller, Purchaser shall either itself or through an agent selected by the SellerPurchaser, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Purchaser shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as the Seller Purchaser deems to be in the best interest of Seller. With respect to all REO Property, Purchaser shall hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain with respect to all REO Property an REO Account or Accounts, in the form of a non-interest bearing demand account, titled "[Purchaser] in trust for Seller-Adjustable Rate Mortgage Loans" unless an Opinion of Counsel is obtained by Purchaser to the effect that the classification as a grantor trust for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property are held will not be adversely affected by holding such funds in another manner. Purchaser shall cause to be deposited on a daily basis in the REO Account all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance and the fees of any managing agent acting on behalf of Purchaser. The Purchaser shall make distributions as required on each Remittance Date to Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). If a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, Purchaser shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by 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. Purchaser shall cause each REO Property to be inspected promptly upon the acquisition of title and at least monthly thereafter. Purchaser shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by Purchaser to Seller upon request. Purchaser shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year two (2) years after title has been taken to such REO Property, unless the Seller Purchase determines, and gives an appropriate notice to the Purchaser to such effectSeller, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller Purchaser shall report monthly to the Purchaser Seller as to the progress being made in selling such REO Property and (ii) if, with the written consent of the PurchaserSeller, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Purchaser as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value are held, such REO Property shall be disposed of within three years or such other period as may be permitted under Section 860G(a)(8) of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveCode. The disposition of REO Property shall be carried out by the Seller Purchaser and shall be made at such price, and upon such terms and conditions, as the Seller Purchaser deems to be in the best interests of Seller. Upon the Purchaserrequest of Seller, and at Seller's expense, Purchaser shall cause an appraisal of the REO Property to be performed for Seller. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As REO Account and, as soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller paid, Purchaser shall reimburse itself for any and all related unreimbursed Servicing Advances, unpaid Servicing Fees Fees, any and all unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received any appraisal performed and the net cash proceeds of such sale remaining in the Custodial REO Account shall be distributed to the Purchaser. With Upon request, with respect to each any REO Property, the Purchaser shall furnish to Seller shall hold all funds collected and received a statement covering Purchaser's efforts in connection with the operation sale of that REO Property and any rental of the REO Property in incidental to the Custodial Accountsale thereof for the previous month (together with an operating statement). The That statement shall be accompanied by such other information as Seller shall cause to be deposited on a daily basis reasonably request. In addition, upon the receipt foreclosure sale of any Mortgaged Property or the acquisition thereof pursuant to a deed in each Custodial Account all revenues received lieu of foreclosure, the Purchaser shall submit to the Seller a liquidation report with respect to the conservation and disposition of the related REO such Mortgaged Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage (1) shall name the Seller Company as mortgagee, and such purchase money mortgage (2) shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Subject to 5 days’ prior written notice to the Purchaser, at the address specified in Section 12.5, of its intent to do so, the disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.3. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. Upon the Company's receipt of such written notice, it shall be relived of any obligation to manage, conserve, protect, operate, dispose or sell the Mortgaged Property for the Purchaser, or its designee. All such duties will become the obligation of the Purchaser, or its designee. In such connection, upon the Mortgaged Property being acquired on behalf of the Purchaser, or its designee, the Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser, or its designee, and shall immediately submit a statement of expenses to the Purchaser for reimbursement within 30 days for all Monthly Advances and Servicing Advances. If Company does not receive reimbursement of such expenses from the Purchaser within the 30-days of the statement of expenses, Company shall be permitted to withdraw such amount from the Custodial Account pursuant to Section 4.05. In the event the Purchaser does not elect to manage an REO Property, the Company shall manage, conserve and protect and operate each the related REO Property for the Purchaser solely for the purpose of its prompt disposition and salePurchaser. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate manage the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless unless(i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property; provided however, that the Company agrees not to sell or dispose of any such Mortgage Loan to a person who acquires such Mortgage Loan using a purchase money mortgage. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.3. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken issued in the name of the Seller or its designee, on behalf of the Purchaser, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 issued in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Seller shall acknowledge in writing that such title is being held as nominee for the Seller, on behalf of the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall notify the Purchaser from time to time as to the status of each REO Property. If a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Seller shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by such REMIC of any "income from non permitted assets" within the meaning of Section 860(a)(2)(B) of the Code or any "net income from foreclosure property" within the meaning of Section 860(a)(2)(B) of the Code. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year two years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year two years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The Each REO disposition of REO Property shall be carried out by the Seller at such price, price and upon such terms and conditions, conditions as the Seller deems reasonably determines to be in the best interests interest of the Purchaser and provided the sales price and the related terms and conditions are results of arm's-length negotiation. No REO disposition shall be effected without the prior written consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself pursuant to Section 2.05 (ii) hereof, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received received, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. In addition to the Seller's obligations set forth in this Section 2.15, the Seller shall deliver written notice to the Purchaser whenever title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure together with a copy of the drive-by appraisal of the related Mortgaged Property obtained by the Seller on or prior to the date of such acquisition. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Purchaser's designee shall acknowledge in writing that such title is being held as nominee for the Purchaser's designee. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Company shall make or cause to be made a written report of each such Inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Company to the Purchaser. The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property. With respect to each REO Property, the Company shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and (ii) ifapart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the form of a non interest bearing demand account. Each REO Account shall be established with the Company, any subsidiary, affiliate or parent of the Company each of which must be a Qualified Depository, or, with the written prior consent of the Purchaser, with a purchase money mortgage is taken commercial bank, a mutual savings bank or a savings association. The creation of any REO Account shall be evidenced by a letter agreement substantially in connection the form of the Custodial Account Letter Agreement attached as Exhibit D-2 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request. The Company shall deposit or cause to be deposited, on a daily basis in each REO Account all revenues received with such salerespect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, such purchase money mortgage shall name management and maintenance of the Seller as mortgageeREO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and such purchase money mortgage Section 4.16 hereof and the fees of any managing agent acting on behalf of the Company. The Company shall not be held pursuant entitled to this Agreementretain interest paid or other earnings, but instead a separate participation agreement among if any, on funds deposited in such REO Account. On or before each Determination Date, the Seller Company shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Company shall furnish to the Purchaser on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall be entered into with respect to such purchase money mortgagereasonably request. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale If as of the date title to any REO Property was acquired by the Company there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Company, upon an REO Disposition of such REO Property, shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself entitled to reimbursement for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale Advances from proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with such REO Disposition. The proceeds from the operation REO Disposition, net of any payment to the Company as provided above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Remittance Date in accordance with Section 4.05. The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall be an amount that is reasonable and customary in the Custodial Accountarea where the Mortgaged Property is located. The Seller Company shall cause make monthly distributions on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Section 4.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)11.02.

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at the expense of the Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such xxxxxxition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerSeller shall, either itself or through an agent selected by the Seller, shall and in accordance with the Fannie Mae Guides manage, conserve, protect and operate the each REO Property Xxxxxrxx in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of the PurchaserServicing File. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent Property. If as of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name date title to any REO Property was acquired by the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The the REO Property, the Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on update the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed Purchaser from time-to-time as to the Purchaser. With respect to status of each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if no REMIC election has been made and if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, Seller or in the event such other name as the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedshould designate. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser’s designee. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, not later than the end of the third taxable year after the year of its acquisition unless (i) (A) a REMIC election has not been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. Notwithstanding anything to the contrary contained in this Section 3.17, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Seller has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Seller. Upon completion of the inspection, the Seller shall provide the Purchaser with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Seller shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Seller shall not, without the prior approval of the Purchaser, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event the Purchaser or its designee directs the Seller not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 3.04 hereof. Subject to the approval of the Purchaser or its designee as described in this paragraph, the disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. Prior to acceptance by the Seller of an offer to sell any REO Property, the Seller shall notify the Purchaser or its designee of such offer in writing which notification shall set forth all material terms of said offer (each a “Notice of Sale”). The Purchaser or its designee shall be deemed to have approved the sale of any REO Property unless the Purchaser or its designee notifies the Seller in writing, within 2 Business Days after its receipt of the related Notice of Sale, that it disapproves of the related sale, in which case the Seller shall not proceed with such sale. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection or Section 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Seller shall make advances of all funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller shall hold all funds collected and received in connection with cost of maintaining any hazard insurance pursuant to Section 5.11, such advances to be reimbursed from the operation disposition or liquidation proceeds of the REO Property in the Custodial AccountProperty. The Seller shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 5.17 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage (1) shall name the Seller Company as mortgagee, and such purchase money mortgage (2) shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Subject to 5 days' prior written notice to the Purchaser, at the address specified in Section 12.5, of its intent to do so, the disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.3. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. However, the Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The Sellerelection by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. If the Purchaser does not elect to manage and operate the REO Property, the Company, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the PurchaserPurchaser and if a real estate mortgage investment conduit within the meaning of Section 860D of the Code (a "REMIC") election is or is to be made with respect to the arrangement under which any Mortgage Loan and any REO Property are held, the Company shall service each such Mortgage Loan and REO Property in a manner which does not cause the REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code, the tax on "contributions" to a REMIC set forth in Section 860G(d) of the Code and the tax on "net income from foreclosure property" as set forth in Section 860G(c) of the Code). The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year (but in no event in excess of three (3) years) is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause Section 4.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)11.02.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer or the Purchaser's designee, on behalf of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the Purchaser. The Seller Servicer shall notify the Purchaser from time to time as to the status of each REO Property. The Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself pursuant to Section 2.05(iii) hereof, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. With respect to each REO Property, the Seller Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaserperson designated by the Purchaser (or MERS, as applicable), or in the event the Purchaser such person is not authorized or permitted to hold title to real property in the state where the REO 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 opinion of Counsel counsel obtained by the Seller from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the each REO Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own accountaccount and in accordance with Accepted Servicing Practices, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt cause each REO Property to sell be inspected promptly upon the same (acquisition of title thereto and may temporarily rent shall cause each REO Property to be inspected in accordance with Accepted Servicing Practices. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the same for a period not greater than one year, except as otherwise provided below) on such terms Mortgage File and conditions as copies thereof shall be forwarded by the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of held, such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at disposed of within three years or such price, and upon such terms and conditions, other period as the Seller deems to may be in the best interests permitted under Section 860G(a)(8) of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the PurchaserCode. With respect to each REO Property, the Seller shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the form of a non interest bearing demand account, unless an Opinion of Counsel is obtained by the Seller to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Seller or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial AccountAccount Letter Agreement. An original of such letter agreement shall be furnished to any Purchaser upon request. The Seller shall deposit or cause to be deposited deposited, on a daily basis upon the receipt thereof in each Custodial REO Account all revenues received with respect to the conservation related REO Property and disposition shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 33.10 hereof and the fees of any managing agent acting on behalf of the Seller. Notwithstanding the foregoingThe Seller shall not be entitled to retain interest paid or other earnings, at any time and from time to timeif any, on funds deposited in such REO Account. On or before each Determination Date, the Seller shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Seller shall furnish to the Purchaser may on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Each REO Disposition shall be carried out by the Seller at its election terminate this Agreement such price and upon such terms and conditions as the Seller deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Seller there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties Property, the Seller, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Seller as provided by Section 6.03(d)above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 33.14.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany (such agents fees and expenses to be paid by the Company without reimbursement therefor), shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if no REMIC election has been made and if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. If the Servicer determines that it is in the best interest of the Trustee to not proceed with foreclosure or accept a deed in lieu of foreclosure, the Servicer shall have the right to do so, whereupon the related Mortgage Loan shall be deemed to be finally liquidated and the Servicer shall have the right to release the lien of the Mortgage on the related Mortgage Property and the Servicer shall be entitled to reimbursement for all outstanding unreimbursed Servicing Advances and Monthly Advances from the Custodial Account in accordance with Section 3.04(viii). The Seller shall use Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance if such discounted payoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff is in the best efforts to dispose interest of the Trust Fund; provided that in the case of any proposed discounted payoff, the Servicer shall notify the Master Servicer and the NIMS Insurer, by telecopy and telephone, of the proposed discounted payoff. The Master Servicer and the NIMS Insurer shall each be deemed to have approved the discounted payoff of any Mortgage Loan unless either of the Master Servicer or the NIMS Insurer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff, in which case the Servicer shall not proceed with such discounted payoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Master Servicer or NIMS Insurer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Master Servicer and the NIMS Insurer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer and the NIMS Insurer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer and the NIMS Insurer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless either party notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. Subject to the approval of the Master Servicer and the NIMS Insurer as described in this paragraph, the disposition of REO Property as soon as possible and shall sell be carried out by the Servicer at such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determinesprice, and gives upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust Fund. Prior to acceptance by the Servicer of an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary offer to sell any REO Property, the Servicer shall notify the Master Servicer and the NIMS Insurer of such offer in writing which notification shall set forth all material terms of said offer (each a "Notice of Sale"). The Master Servicer and the NIMS Insurer shall be deemed to have approved the sale of any REO Property unless either notifies the Servicer in writing, within 2 Business Days after its receipt of the related Notice of Sale, that it disapproves of the related sale, in which case the Servicer shall not proceed with such sale. With respect to any REO Property, upon a REO Disposition, the Servicer shall be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service (and provide a copy of the same to the NIMS Insurer) to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable Trust REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension (and provided a copy of the same to the NIMS Insurer), then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the "Extended Period"). If the Servicer has not received such an extension and the Servicer is unable to sell the REO Property within the period ending 3 months before the end of such third taxable year after its acquisition by the Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Servicer shall, before the end of the three-year period or the Extended Period, as applicable, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling purchase such REO Property and at a price equal to the REO Property's fair market value, as acceptable to the NIMS Insurer or (ii) if, with auction the written consent REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the Purchaserthree-year period or the Extended Period, a purchase money mortgage is taken in connection with as the case may be. The Trustee shall sign any document or take any other action reasonably requested by the Servicer which would enable the Servicer, on behalf of the Trust Fund, to request such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to grant of extension. Notwithstanding any other provisions of this Agreement, but instead a separate participation agreement among no REO Property acquired by the Seller and Purchaser Trust Fund shall be entered into rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund and the NIMS Insurer with respect to the imposition of any such purchase money mortgagetaxes. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property Servicer shall be carried out by withdraw from the Seller at such priceCustodial Account funds necessary for the proper operation, management and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale maintenance of the REO Property shall be promptly deposited in Property, including the Custodial Account. As soon as practical thereafter the expenses cost of such sale shall be paid and the Seller shall reimburse itself for maintaining any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made hazard insurance pursuant to this Section, and the FNMA Guides. The Servicer shall make monthly distributions on the each Remittance Date immediately following to the Principal Prepayment Period in which such sale proceeds are received Master Servicer of the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 3.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. If the Servicer determines that it is in the best interest of the Trustee to not proceed with foreclosure or accept a deed in lieu of foreclosure, the Servicer shall have the right to do so, whereupon the related Mortgage Loan shall be deemed to be finally liquidated and the Servicer shall have the right to release the lien of the Mortgage on the related Mortgage Property and the Servicer shall be entitled to reimbursement for all outstanding unreimbursed Servicing Advances and Monthly Advances from the Custodial Account in accordance with Section 3.04(viii). The Seller Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted payoff or chargeoff. The Master Servicer shall be deemed to have approved the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall not proceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Trustee, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Trustee shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Trustee notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. The Servicer shall use its best efforts Best Efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (a) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (b) the Servicer determines, and gives an appropriate notice to the Purchaser Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Master Servicer as to the progress being made in selling such REO Property and (ii) if, with the written consent of the PurchaserTrustee, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser Trustee shall be entered into with respect to such purchase money mortgage. Notwithstanding anything herein to the contrary, the Servicer shall not be required to provide financing for the sale of any REO Property. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserTrust Fund. Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each a "Notice of Sale"). The proceeds of Master Servicer shall be deemed to have approved the sale of the any REO Property shall be promptly deposited unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the Custodial Account. As soon as practical thereafter related Notice of Sale, that it disapproves of the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advancessale, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received case the net cash proceeds of such sale remaining in Servicer shall not proceed with the Custodial Account shall be distributed to the Purchasersale. With respect to each any REO Property, upon a REO Disposition, the Seller Servicer shall hold all be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. The Servicer shall withdraw from the Custodial Account funds collected necessary for the proper operation, management and received in connection with the operation maintenance of the REO Property in Property, including the Custodial Accountcost of maintaining any hazard insurance pursuant to the Xxxxxx Mae Guides. The Seller Servicer shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Master Servicer of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 3.12 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate any REO Property it chooses, provided the Purchaser gives written notice of its intention to do so within sixty (60) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. If the Purchaser does not elect to manage and operate the REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be $1000.00 per Mortgage Loan. The Company shall make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserCompany, or in the event the Purchaser Company is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee or its nominee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer (with a copy delivered to the Securities Administrator and the Trustee) from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee and the Trust Fund. The Seller shall use Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best efforts to dispose interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted payoff or chargeoff of any Mortgage Loan. The Master Servicer shall be deemed to have approved the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall not proceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee, the Securities Administrator or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee, the Securities Administrator and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property as soon as possible and shall sell be carried out by the Servicer at such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determinesprice, and gives upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust Fund. Prior to acceptance by the Servicer of an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each, a “Notice of Sale”). The Master Servicer shall be deemed to have approved the sale of any REO Property unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the related Notice of Sale, that it disapproves of the related sale, in which case the Servicer shall not proceed with the sale. With respect to any REO Property, upon a REO Disposition, the Servicer shall be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,500. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable Trust REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Servicer has not received such an extension and the Servicer is unable to sell the REO Property within the period ending 3 months before the end of such third taxable year after its acquisition by the Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Servicer shall, before the end of the three-year period or the Extended Period, as applicable, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling purchase such REO Property and at a price equal to the REO Property’s fair market value or (ii) if, with auction the written consent REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the Purchaserthree-year period or the Extended Period, a purchase money mortgage is taken in connection with as the case may be. The Trustee shall sign any document or take any other action reasonably requested by the Servicer which would enable the Servicer, on behalf of the Trust Fund, to request such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to grant of extension. Notwithstanding any other provisions of this Agreement, but instead a separate participation agreement among no REO Property acquired by the Seller and Purchaser Trust Fund shall be entered into rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such purchase money mortgagetaxes. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition Servicer shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to the Xxxxxx Xxx Guides. The Servicer shall make monthly distributions on each Remittance Date to the Master Servicer of the net cash flow from the REO Property (which shall be carried out by equal the Seller at revenues from such price, REO Property net of the expenses described in this Section 3.16 and upon such terms and conditions, as the Seller deems of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). If the Servicer determines that, in accordance with Accepted Servicing Practices, it is in the best interests interest of the Purchaser. The proceeds Trustee or the Trust Fund not to proceed with foreclosure or accept a deed in lieu of sale foreclosure, the Servicer shall have the right to do so with the consent of the REO Property Master Servicer, whereupon the related Mortgage Loan shall be promptly deposited in deemed to be finally liquidated and the Custodial Account. As soon as practical thereafter Servicer shall have the expenses right to release the lien of such sale the Mortgage on the related Mortgaged Property and the Servicer shall be paid entitled to reimbursement for all outstanding unreimbursed Monthly Advances and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in Advances from the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected in accordance with Sections 3.04(viii) and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d(ix).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless unless(i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserFV-1, Inc., or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the PurchaserPurchaser and if an election is or is to be made to treat the arrangement under which any Mortgage Loan and any REO Property are held as a real estate mortgage investment conduit within the meaning of Section 860D of the Code (a “REMIC”), the Company shall service each such Mortgage Loan and REO Property in a manner which does not cause the REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code, the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code and the tax on “net income from foreclosure property” as set forth in Section 860G(c) of the Code). The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year (but in no event in excess of three years) is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself, which fees shall hold all funds collected and received in connection with not exceed $1,500 per Mortgage Loan. The Company shall make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause Section 4.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)11.02.

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at the expense of the Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon sucx xxxxisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerSeller shall, either itself or through an agent selected by the Seller, shall and in accordance with the Fannie Mae Guides manage, conserve, protect and operate the REO Property each RXX Xxxpxxxy in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of the PurchaserServicing File. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent Property. If as of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name date title to any REO Property was acquired by the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The the REO Property, the Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on update the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed Purchaser from time-to-time as to the Purchaser. With respect to status of each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) (A) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) Property the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchasers of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at the expense of the Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such acxxxxxxion, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerSeller shall, either itself or through an agent selected by the Seller, shall and in accordance with the Fannie Mae Guides manage, conserve, protect and operate the each REO Property in Pxxxxxxy xx the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of the PurchaserServicing File. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent Property. If as of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name date title to any REO Property was acquired by the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The the REO Property, the Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on update the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed Purchaser from time-to-time as to the Purchaser. With respect to status of each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. However, the Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within sixty (60) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. If the Purchaser does not elect to manage and operate the REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. Notwithstanding any other provision in this Section, no REO Property shall be marketed for less than the Appraised Value without the prior consent of the Purchaser, and no REO Property shall be sold for less than ninety percent (90%) of its Appraised Value without the prior consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances Monthly Advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Due Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.11. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 person designated by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedPurchaser. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Servicer shall either itself or through an agent selected by the Servicer, manage, conserve, protect and operate each REO Property for (and may temporarily rent the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for If a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Servicer shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the best interest 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 REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and upon the reasonable request by the Purchaser, copies thereof shall be forwarded by the Servicer to the Purchaser. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller Servicer and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of held, such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by disposed of before the Seller at close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Servicer provides to the trustee under such priceREMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, and upon such terms and conditions, as the Seller deems to be will not result in the best interests imposition of taxes on "prohibited transactions" as defined in Section 860F of the PurchaserCode, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. The proceeds Servicer shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the REO Property Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Servicer shall be promptly deposited either itself or through an agent selected by Servicer, protect and conserve such property in the Custodial Account. As soon same manner and to such an extent as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining is customary in the Custodial Account locality where such property is located. Additionally, Servicer shall be distributed perform the tax withholding and reporting related to Sections 1445 and 6050J of the PurchaserCode. With respect to each REO Property, the Seller Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the Custodial Accountform of a non-interest bearing demand account, unless an Opinion of Counsel is obtained by the Servicer to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Servicer or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The Seller creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial Account Letter Agreement attached as Exhibit 7 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request. The Servicer shall deposit or cause to be deposited deposited, on a daily basis upon the receipt thereof in each Custodial REO Account all revenues received with respect to the conservation related REO Property and disposition shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Servicer. Notwithstanding the foregoingThe Servicer shall not be entitled to retain interest paid or other earnings, at any time and from time to timeif any, on funds deposited in such REO Account. On or before each Determination Date, the Servicer shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Servicer shall furnish to the Purchaser may on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Together with such statement, the Servicer shall furnish to the Purchaser a statement covering the Servicer’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month. Each REO Disposition shall be carried out by the Servicer at its election terminate this Agreement such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Purchaser. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided by Section 6.03(d)above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 11.14.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserServicer on behalf of the Owner and without reference to the Owner except as otherwise required by law, or in the event the Purchaser Servicer is not authorized or permitted to hold title to real property in the state where the REO 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 Person(s) as shall be consistent with an Opinion of Counsel obtained by the Seller Servicer from any an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Owner shall acknowledge in writing that such title is being held as nominee for the PurchaserOwner. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Owner solely for the purpose of its prompt disposition and sale. In consideration therefor, the Owner shall pay the Servicer the REO Management Fee per month as set forth in Exhibit 14. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserOwner in accordance with Accepted Servicing Practices. The Seller Servicer shall provide the Owner on a monthly basis a report on the status of each REO Property. In consideration therefor, the Owner shall pay the Servicer the REO Management Fee per month as set forth in Exhibit 14. The Servicer shall use its best commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) ifProperty. Notwithstanding the foregoing, with the written consent of the Purchaser, if a purchase money mortgage REMIC election is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, such purchase money mortgageREO Property shall be disposed of within three (3) years or such other period as maybe permitted under Section 860(a)(8) of the Code. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Act of 1968 or Flood Disaster Protection Prevention Act of 1973, as amended, flood insurance in the amount required abovein Section 2.10 hereof. Such costs to maintain appropriate insurance coverage shall be treated as Servicing Advances for which the Servicer shall be entitled to full reimbursement in accordance with Section 2.05(iv). The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserOwner in accordance with Accepted Servicing Practices. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial AccountAccount pursuant to the terms of this Agreement but not later than the second Business Day following receipt thereof. As soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, Advances and unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received by Servicer (such revenues being those received by Servicer within two Business Days prior to actual deposit into the Escrow Account) with respect to the conservation and disposition of the related REO Property. Notwithstanding Any advances made to maintain appropriate insurance coverage shall be treated as Servicing Advances for which the foregoingServicer shall be entitled to full reimbursement in accordance with Section 2.05(iv). The Servicer shall furnish to the Owner, at any time and from time to timeon a monthly basis, the Purchaser may at its election terminate this Agreement with respect to one or more Servicer’s standard REO Properties Report as provided by noted in Section 6.03(d)2.17.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer and reasonably acceptable to the Purchaser, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one (1) year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the Purchaser. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself pursuant to Section 2.05(iii) or 2.05(iv) hereof, as applicable, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Due Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. In addition to the Servicer's obligations set forth in this Section 2.17, the Servicer shall deliver written notice to the Purchaser whenever title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure together with a copy of the drive-by appraisal of the related Mortgaged Property obtained by the Servicer on or prior to the date of such acquisition. Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Servicer as servicer of any such REO Property without payment of any Termination Fee with respect thereto, provided that (i) the Purchaser gives the Servicer notice of such termination within ten (10) Business Days of receipt of said written notice from the Servicer which termination shall be effective no more than fifteen (15) Business Days from and after the date of said notice from the Purchaser and (ii) the Servicer shall on the date said termination takes effect be reimbursed by Purchaser for any unreimbursed advances of the Servicer's funds made pursuant to Section 3.02 and any unreimbursed Servicing Advances in each case relating to the Mortgage Loan underlying such REO Property. In the event of any such termination, the provisions of Section 8.06 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such REO Property to the Purchaser or its designee. With respect to each REO Property, the Seller Servicer shall hold deposit all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each the Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 person designated by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedPurchaser. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Interim Servicer shall either itself or through an agent selected by the Interim Servicer, manage, conserve, protect and operate each REO Property for (and may temporarily rent the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for If a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Interim Servicer shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the best interest 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 Interim Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter. The Interim Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Interim Servicer to the Purchaser. The Seller Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Interim Servicer determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Interim Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller Interim Servicer and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of held, such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by disposed of before the Seller at close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Interim Servicer provides to the trustee under such priceREMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, and upon such terms and conditions, as the Seller deems to be will not result in the best interests imposition of taxes on "prohibited transactions" as defined in Section 860F of the PurchaserCode, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. The proceeds Interim Servicer shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the REO Property Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Interim Servicer shall be promptly deposited either itself or through an agent selected by Interim Servicer, protect and conserve such property in the Custodial Account. As soon same manner and to such an extent as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining is customary in the Custodial Account locality where such property is located. Additionally, Interim Servicer shall be distributed perform the tax withholding and reporting related to Sections 1445 and 6050J of the PurchaserCode. With respect to each REO Property, the Seller Interim Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the Custodial Accountform of a non-interest bearing demand account, unless an Opinion of Counsel is obtained by the Interim Servicer to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Interim Servicer or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The Seller creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial Account Letter Agreement attached as Exhibit 7 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request. The Interim Servicer shall deposit or cause to be deposited deposited, on a daily basis upon the receipt thereof in each Custodial REO Account all revenues received with respect to the conservation related REO Property and disposition shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Interim Servicer. Notwithstanding the foregoingThe Interim Servicer shall not be entitled to retain interest paid or other earnings, at any time and from time to timeif any, on funds deposited in such REO Account. On or before each Determination Date, the Interim Servicer shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Interim Servicer shall furnish to the Purchaser may on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Together with such statement, the Interim Servicer shall furnish to the Purchaser a statement covering the Interim Servicer’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month. Each REO Disposition shall be carried out by the Interim Servicer at its election terminate this Agreement such price and upon such terms and conditions as the Interim Servicer deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Interim Servicer there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties Property, the Interim Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Interim Servicer as provided by Section 6.03(d)above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 11.14.

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 opinion of Counsel counsel obtained by the Seller Servicer from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the Purchaser. Purchaser shall be obligated to Servicer for an REO Property disposition fees for each REO Property, at the time of final liquidation, equal to 2.00% of the REO Property sales price, subject to a maximum of $5,000 per REO Property, provided, that, if the Purchaser terminates the REO process before sale of the related Mortgaged Property, the Purchaser shall pay the Servicer a fee of $1,500. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller If the Mortgage Loan is held by a REMIC, any sale shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are be for cash only unless a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveNondisqualification Opinion shall have been obtained. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect In addition, if the Mortgage Loan is in a REMIC, such management shall be conducted in accordance with the REMIC Provisions and in a manner that does not give rise to each a tax on income from foreclosure property within the meaning of such provisions. The Servicer shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Servicer, or the Servicer itself. The Servicer shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 4.16 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, Purchaser or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedits designee. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the Purchaser. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) (A) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 3.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 2.10 and the fees of any managing agent of the Servicer, a Subservicer, or the Servicer itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Servicer shall make monthly distributions on each Remittance Date to the Purchasers of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause this Section 2.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)6.03.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken issued in the name of the Interim Servicer or its designee, on behalf of the Purchaser, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 issued in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Seller Interim Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Interim Servicer shall acknowledge in writing that such title is being held as nominee for the Interim Servicer, on behalf of the Purchaser. The Seller Interim Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerInterim Servicer, either itself or through an agent selected by the SellerInterim Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Interim Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Interim Servicer deems to be in the best interest of the Purchaser. The Seller Interim Servicer shall notify the Purchaser from time to time as to the status of each REO Property. The Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Interim Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Interim Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Interim Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Interim Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The Each REO disposition of REO Property shall be carried out by the Seller Interim Servicer at such price, price and upon such terms and conditions, conditions as the Seller deems Interim Servicer reasonably determines to be in the best interests interest of the Purchaser and provided the sales price and the related terms and conditions are results of arm's-length negotiation. No REO disposition shall be effected without the prior written consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Interim Servicer shall reimburse itself pursuant to Section 2.05 (ii) hereof, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received received, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. With respect to each REO Property, the Seller Interim Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Interim Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. <PAGE> The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 person designated by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedPurchaser. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the each REO Property (and may temporarily rent the same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. If a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Seller shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by 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 Seller shall attempt cause each REO Property to sell be inspected promptly upon the same (acquisition of title thereto and may temporarily rent shall cause each REO Property to be inspected at least annually thereafter. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the same for a period not greater than one year, except as otherwise provided below) on such terms Mortgage File and conditions as copies thereof shall be forwarded by the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of held, such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at disposed of within two years or such price, and upon such terms and conditions, other period as the Seller deems to may be in the best interests permitted under Section 860G(a)(8) of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the PurchaserCode. With respect to each REO Property, the Seller shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the form of a non-interest bearing demand account, unless an Opinion of Counsel is obtained by the Seller to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Seller or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial AccountAccount Letter Agreement attached as Exhibit 7 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request. The Seller shall deposit or cause to be deposited deposited, on a daily basis upon the receipt thereof in each Custodial REO Account all revenues received with respect to the conservation related REO Property and disposition shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Seller. Notwithstanding the foregoingThe Seller shall not be entitled to retain interest paid or other earnings, at any time and from time to timeif any, on funds deposited in such REO Account. On or before each Determination Date, the Seller shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Seller shall furnish to the Purchaser may on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Together with such statement, the Seller shall furnish to the Purchaser a statement covering the Seller’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Each REO Disposition shall be carried out by the Seller at its election terminate this Agreement such price and upon such terms and conditions as the Seller deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Seller there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties Property, the Seller, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Seller as provided by Section 6.03(d)above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 11.14.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event (a) the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO Property is located, (b) the Servicer deems it contrary to the Trustee’s interest to take title in the Trustee’s name or the name of MERS, or (c) the Trustee 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing Servicer, who hereby acknowledges that such title is being held taken as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrust Fund. If the Servicer determines that it is in the best interest of the Trust Fund to not proceed with foreclosure or accept a deed in lieu of foreclosure, the Servicer shall have the right to do so, whereupon the related Mortgage Loan shall be deemed to be finally liquidated and the Servicer shall have the right to release the lien of the Mortgage on the related Mortgage Property and the Servicer shall be entitled to reimbursement for all outstanding unreimbursed Servicing Advances and Monthly Advances from the Custodial Account in accordance with Section 3.04(ix). The Seller Servicer shall use not be responsible for allowing tenants and lessees to occupy a Mortgaged Property if the eviction of such tenants and lessees is not permitted under state or local law. The Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or charge off all or a portion of such non-performing Mortgage Loan if such discounted payoff or charge off is in accordance with Accepted Servicing Practices (without regard to the Xxxxxx Xxx Guides) and the Servicer believes that such discounted payoff or charge off is in the best efforts to dispose interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed charge off, the Servicer shall notify the Master Servicer of the proposed discounted payoff or charge off. The Master Servicer shall be deemed to have approved the discounted payoff or charge off of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or charge off, in which case the Servicer shall not proceed with such discounted payoff or charge off. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property as soon as possible and shall sell be carried out by the Servicer at such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determinesprice, and gives upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust Fund. Prior to acceptance by the Servicer of an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each, a “Notice of Sale”). The Master Servicer shall be deemed to have approved the sale of any REO Property unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the related Notice of Sale, that it disapproves of the related sale, in which case the Servicer shall not proceed with the sale. With respect to any REO Property, upon a REO Disposition, the Servicer shall be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,500. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Servicer has applied for and received a grant of extension from the Internal Revenue Service to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable Trust REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC and has notified the Master Servicer and the Trustee of such extension by providing a copy of the application and the grant of such extension to the Trustee and the Master Servicer. If the Servicer has received such an extension, then the Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Servicer has not received such an extension and the Servicer is unable to sell the REO Property within the period ending 3 months before the end of such third taxable year after its acquisition by the Trust Fund or if the Servicer has received such an extension, and the Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Servicer shall, before the end of the three-year period or the Extended Period, as applicable, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling purchase such REO Property and at a price equal to the REO Property’s fair market value or (ii) if, with auction the written consent REO Property to the highest bidder (which may be the Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the Purchaserthree-year period or the Extended Period, as the case may be. The Trustee shall sign any document or take any other action reasonably requested by the Servicer which would enable the Servicer, on behalf of the Trust Fund, to request such grant of extension. Notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a purchase money mortgage is taken in connection manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage taxes. The Servicer shall not be held pursuant responsible for allowing tenants and lessees to this Agreement, but instead occupy a separate participation agreement among Mortgaged Property if the Seller eviction of such tenants and Purchaser shall be entered into with respect to such purchase money mortgagelessees is not permitted under state or local law. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition Servicer shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to the Xxxxxx Xxx Guides. The Servicer shall make monthly distributions on each Remittance Date to the Master Servicer of the net cash flow from the REO Property (which shall be carried out by equal the Seller at revenues from such price, REO Property net of the expenses described in this Section 3.16 and upon such terms and conditions, as the Seller deems of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). If the Servicer determines that, in accordance with Accepted Servicing Practices, it is in the best interests interest of the Purchaser. The proceeds Trust Fund not to proceed with foreclosure or accept a deed in lieu of sale foreclosure, the Servicer shall have the right to do so with the consent of the REO Property Master Servicer, whereupon the related Mortgage Loan shall be promptly deposited in deemed to be finally liquidated and the Custodial Account. As soon as practical thereafter Servicer shall have the expenses right to release the lien of such sale the Mortgage on the related Mortgaged Property and the Servicer shall be paid entitled to reimbursement for all outstanding unreimbursed Monthly Advances and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in Advances from the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected in accordance with Sections 3.04(viii) and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d(ix).

Title, Management and Disposition of REO Property. (a) In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its nominee. (b) The Purchaser or its designee, by giving notice to the Servicing Administrator, may elect to manage and dispose of all REO Property acquired pursuant to this Agreement by itself. If the Purchaser or its designee so elects, the Purchaser or its designee shall assume control of REO Property at the time of its acquisition and the Servicing Administrator shall forward the related Mortgage File to the Purchaser or its designee as soon as is practicable. Promptly upon assumption of control of any REO Property, the Purchaser or its designee shall reimburse any related Servicing Advances or other expenses incurred by the Servicing Administrator with respect to that REO Property. (c) If the Purchaser or its designee has not informed the Servicing Administrator that it will manage REO Property, the provisions of this Subsection 11.13(c) shall apply. The Servicing Administrator shall cause to be deposited on a daily basis in the event Custodial Account all revenues received with respect to the conservation of the related REO Property. The Servicing Administrator shall make distributions as required on each Remittance Date to the Purchaser is not authorized or permitted to hold title to real property in of the state where net cash flow from the REO Property is located, or would (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be adversely affected under the "doing business" or tax laws maintained to satisfy anticipated liabilities for such expenses). (d) The Servicing Administrator shall use its best efforts to dispose 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding as soon as possible and shall sell such REO Property in any event within two (2) years after title other than has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicing Administrator determines, and gives an appropriate notice to the Purchaser shall acknowledge in writing to such effect, that such title a longer period is being held as nominee necessary for the Purchaserorderly liquidation of such REO Property. The Seller Servicing Administrator shall manageobtain the written consent of the Purchaser or its designee prior to disposing of any REO Property. If a period longer than two (2) years is permitted under the foregoing sentence and is necessary to sell any REO Property, conserve, protect and operate each (i) the Servicing Administrator shall report monthly to the Purchaser as to the progress being made in selling such REO Property for and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicing Administrator as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Servicing Administrator and Purchaser solely for the purpose of its prompt disposition and sale. shall be entered into with respect to such purchase money mortgage. (e) The Seller, Servicing Administrator shall either itself or through an agent selected by the SellerServicing Administrator, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Any disbursement in excess of $5,000 shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, only with the written consent approval of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at or its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)designee.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if no REMIC election has been made and if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account in accordance with Section 4.05, the funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserServicer, or in the event the Purchaser Servicer is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "“doing business" ” or tax laws of such state by so holding title, or the perfection of the ownership or security interest of the Purchaser in such REO Property would be adversely effected, 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 permitted by the Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the Purchaser. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 11.17. On the Remittance Date immediately following the Principal Prepayment Period calendar month in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Servicer shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 11.10 and the fees of any managing agent of the Servicer, or the Servicer itself. The Servicer shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation Section 11.13 and disposition of the related REO Property. Notwithstanding the foregoing, at any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. In the event the Purchaser does not elect to manage its own REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. above The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any third party managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be the operation greater of one percent (1%) of the gross sales price of the REO Property in or $1500 per REO Property, provided however, the Custodial AccountREO management fee shall not exceed the net Liquidation Proceeds. The Seller Company shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. If the Servicer determines that it is in the best interest of the Trustee to not proceed with foreclosure or accept a deed in lieu of foreclosure, the Servicer shall have the right to do so, whereupon the related Mortgage Loan shall be deemed to be finally liquidated and the Servicer shall have the right to release the lien of the Mortgage on the related Mortgage Property and the Servicer shall be entitled to reimbursement for all outstanding unreimbursed Servicing Advances and Monthly Advances from the Custodial Account in accordance with Section 3.04(viii). The Seller Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted payoff or chargeoff. The Master Servicer shall be deemed to have approved the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall not proceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. The Servicer shall use its best efforts Best Efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (a) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (b) the Servicer determines, and gives an appropriate notice to the Purchaser Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Master Servicer as to the progress being made in selling such REO Property and (ii) if, with the written consent of the PurchaserTrustee, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser Trustee shall be entered into with respect to such purchase money mortgage. Notwithstanding anything herein to the contrary, the Servicer shall not be required to provide financing for the sale of any REO Property. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code. Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserTrust Fund. Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each a "Notice of Sale"). The proceeds of Master Servicer shall be deemed to have approved the sale of the any REO Property shall be promptly deposited unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the Custodial Account. As soon as practical thereafter related Notice of Sale, that it disapproves of the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advancessale, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received case the net cash proceeds of such sale remaining in Servicer shall not proceed with the Custodial Account shall be distributed to the Purchasersale. With respect to each any REO Property, upon a REO Disposition, the Seller Servicer shall hold all be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. The Servicer shall withdraw from the Custodial Account funds collected necessary for the proper operation, management and received in connection with the operation maintenance of the REO Property in Property, including the Custodial Accountcost of maintaining any hazard insurance pursuant to the Fannie Mae Guides. The Seller Servicer shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect exxx Xxmittance Date to the conservation and disposition Master Servicer of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 3.12 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at the expense of the Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such acqxxxxxxon, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerSeller shall, either itself or through an agent selected by the Seller, shall and in accordance with the Fannie Mae Guides manage, conserve, protect and operate the each REO Property in Prxxxxxx xx the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of the PurchaserServicing File. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent Property. If as of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name date title to any REO Property was acquired by the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The the REO Property, the Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on update the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed Purchaser from time-to-time as to the Purchaser. With respect to status of each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee, in trust for the benefit of the Certificateholders, or in the event the Purchaser Trustee or Countrywide Servicing is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Countrywide Servicing from any an attorney duly licensed to practice law in the state where the to REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Countrywide Servicing shall either itself or through an agent selected by Countrywide Servicing, manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Countrywide Servicing shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. Countrywide Servicing shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by Countrywide Servicing to the Trustee within five (5) Business Days of the Trustee’s request therefor. Countrywide Servicing shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as the Seller Countrywide Servicing deems to be in the best interest of the PurchaserCertificateholders. The Seller With respect to each REO Property, Countrywide Servicing shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain an REO Account for the REO Properties in the form of a non-interest bearing demand account which shall be an Eligible Account, unless an Opinion of Counsel is obtained by Countrywide Servicing to the effect that the classification as a grantor trust for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Properties is held will not be adversely affected by holding such funds in another manner. Countrywide Servicing shall deposit or cause to be deposited, on a daily basis in the REO Account all revenues received with respect to the REO Properties and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Properties, including (i) the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and (ii) either (A) the fees of any managing agent acting on behalf of Countrywide Servicing or (B) in the event that Countrywide Servicing is managing the REO Property, the related Servicing Fee. Countrywide Servicing shall not be entitled to retain interest paid or other earnings, if any, on funds deposited in the REO Account. On or before each Determination Date, Countrywide Servicing shall withdraw from the REO Account and deposit into the Collection Account the net income from the REO Properties on deposit in the REO Account. Countrywide Servicing shall furnish to the Trustee (in accordance with Section 3.18 of this Exhibit B), an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request. Countrywide Servicing shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title has been taken to such REO PropertyProperty has been obtained, unless the Seller Countrywide Servicing determines, and gives an appropriate notice to the Purchaser to such effectTrustee, that a longer period is necessary for the orderly liquidation of such REO Property; provided, however, Countrywide Servicing shall sell any REO Property as soon as practicable and in any event no later than the end of the third full taxable year after the taxable year in which REMIC 1 acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of such three-year period, unless Countrywide Servicing shall have delivered to the Trustee an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the REMIC of such REO Property subsequent to three years after its acquisition will not result in the imposition on the REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any of the REMICs created hereunder to fail to qualify as a REMIC under federal law at any time that any Certificates are outstanding. If a period longer than one (1) year is permitted under the foregoing sentence this Agreement and is necessary to sell any REO Property, (i) the Seller Countrywide Servicing shall report monthly to the Purchaser Trustee as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller shall also maintain on each Each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property Disposition shall be carried out by the Seller Countrywide Servicing at such price, price and upon such terms and conditions, conditions as the Seller Countrywide Servicing deems to be in the best interests interest of the PurchaserCertificateholders. The proceeds If as of sale of the date title to any REO Property was acquired by Countrywide Servicing there were outstanding unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with respect to the REO Property or the related Mortgage Loan, Countrywide Servicing, upon an REO Disposition of such REO Property, shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself entitled to reimbursement for any related unreimbursed Servicing Advances, unpaid Monthly Advances and Servicing Fees from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to Countrywide Servicing as provided above, shall be deposited in the REO Account and unreimbursed advances made pursuant shall be transferred to this Section, and the Collection Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaseraccordance with Section 3.17. With respect to each REO Property, the Seller Countrywide Servicing shall segregate and hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller separate and apart from its own funds or general assets and shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received maintain separate records and reports with respect to the conservation funds received and disposition of the related distributed on an REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more Property by REO Properties as provided by Section 6.03(d)Property basis.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserServicer, or if such Mortgage Loan has been included in a Reconstitution, in the name of the applicable owner or its designee, or in the event the Purchaser such owner’s designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser such owner shall acknowledge in writing that such title is being held as nominee for the Purchaserowner’s designee. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one not later than the end of the third taxable year after title the year of its acquisition unless (i) (A) a REMIC election has not been taken made with respect to such the arrangement under which the Mortgage Loans and the REO PropertyProperty are held, unless and (ii) the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. Notwithstanding anything to the contrary contained in this Section, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Seller has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Seller. Upon completion of the inspection, the Seller shall provide the Purchaser with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Seller shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Seller shall not, without the prior approval of the Purchaser, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event the Purchaser or its designee directs the Seller not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Seller shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4(e) hereof. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. Prior to acceptance by the Seller of an offer to sell any REO Property, the Seller shall notify the Purchaser or its designee of such offer in writing which notification shall set forth all material terms of said offer (each a “Notice of Sale”). The Purchaser or its designee shall be deemed to have approved the sale of any REO Property unless the Purchaser or its designee notifies the Seller in writing, within two (2) Business Days after its receipt of the related Notice of Sale, that it disapproves of the related sale, in which case the Seller shall not proceed with such sale. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5(c), and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Seller shall make advances of all funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller shall hold all funds collected and received in connection with cost of maintaining any hazard insurance pursuant to Section 4(j), such advances to be reimbursed from the operation disposition or liquidation proceeds of the REO Property in the Custodial AccountProperty. The Seller shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the person designated by the Purchaser, or in the event the Purchaser such person is not authorized or permitted to hold title to real property in the state where the REO 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 opinion of Counsel counsel obtained by the Seller Interim Servicer from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Interim Servicer shall either itself or through an agent selected by the Interim Servicer, manage, conserve, protect and operate each REO Property for (and may temporarily rent the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property same) in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Interim Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Interim Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of Mortgage File and copies thereof shall be forwarded by the Interim Servicer to the Purchaser. The Seller Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Interim Servicer determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Propertyproperty, (i) the Seller Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Interim Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation servicing agreement among between the Seller Interim Servicer and the Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Interim Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall deposit or cause to be deposited on a daily basis upon deposited, within twenty four (24) hours of receipt, in the receipt thereof in each Custodial Account all revenues received with respect to the conservation related REO Property and disposition shall advance funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Interim Servicer. Notwithstanding the foregoing, at The Purchaser shall reimburse any time such advance pursuant to Subsection 11.05. The Interim Servicer shall separately account for each REO Property and from time any amounts received with respect thereto. The Interim Servicer shall furnish to time, the Purchaser may on the fifteenth calendar day of each month or the next following Business Day if such fifteenth day is not a Business Day, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request. Each REO Disposition shall be carried out by the Interim Servicer at its election terminate this Agreement such price and upon such terms and conditions as the Interim Servicer deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Interim Servicer there were outstanding unreimbursed Servicing Advances with respect to one or more the REO Properties as provided by Section 6.03(d)Property, the Interim Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition shall be deposited in the Custodial Account within twenty four hours of receipt and the Purchaser shall thereafter reimburse such unreimbursed Servicing Advances to the Interim Servicer.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. If the Servicer determines that it is in the best interest of the Trustee to not proceed with foreclosure or accept a deed in lieu of foreclosure, the Servicer shall have the right to do so, whereupon the related Mortgage Loan shall be deemed to be finally liquidated and the Servicer shall have the right to release the lien of the Mortgage on the related Mortgage Property and the Servicer shall be entitled to reimbursement for all outstanding unreimbursed Servicing Advances and Monthly Advances from the Custodial Account in accordance with Section 3.04(viii). The Seller Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted payoff or chargeoff. The Master Servicer shall be deemed to have approved the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall not proceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. The Servicer shall use its best efforts Best Efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (a) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (b) the Servicer determines, and gives an appropriate notice to the Purchaser Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Master Servicer as to the progress being made in selling such REO Property and (ii) if, with the written consent of the PurchaserTrustee, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Servicer and Purchaser Trustee shall be entered into with respect to such purchase money mortgage. Notwithstanding anything herein to the contrary, the Servicer shall not be required to provide financing for the sale of any REO Property. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) result in the imposition of any tax upon any REMIC included in the Trust Fund. Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserTrust Fund. Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each a "Notice of Sale"). The proceeds of Master Servicer shall be deemed to have approved the sale of the any REO Property shall be promptly deposited unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the Custodial Account. As soon as practical thereafter related Notice of Sale, that it disapproves of the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advancessale, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received case the net cash proceeds of such sale remaining in Servicer shall not proceed with the Custodial Account shall be distributed to the Purchasersale. With respect to each any REO Property, upon a REO Disposition, the Seller Servicer shall hold all be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. The Servicer shall withdraw from the Custodial Account funds collected necessary for the proper operation, management and received in connection with the operation maintenance of the REO Property in Property, including the Custodial Accountcost of maintaining any hazard insurance pursuant to the Xxxxxx Mae Guides. The Seller Servicer shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Master Servicer of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 3.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosureforeclosure (an "REO Property"), the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or, or in with respect to the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding titlePool III Mortgage Loans, the deed or certificate Co-Trustee) for the benefit 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedapplicable Certificateholders. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Certificateholders and the Certificate Insurer (with respect to any REO Property that was a Pool I or Pool IV Mortgage Loan) solely for the purpose of its prudent and prompt disposition and sale. The SellerServicer shall, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserCertificate Insurer (with respect to any REO Property that was a Pool I or Pool IV Mortgage Loan) and the Pool I, Pool II, Pool III or Pool IV Certificateholders, as the case may be. The Seller Servicer shall use its best efforts cause to dispose be deposited in the applicable Principal and Interest Account, no later than five Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related REO Property net of funds necessary for the proper operation, management and maintenance of the REO Property as soon as possible and shall sell such REO Property in the fees of any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent managing agent acting on behalf of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveServicer. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests interest of the PurchaserPool I, Pool II, Pool III or Pool IV Certificateholders, as the case may be and (with respect to any REO Property that was a Pool I or Pool IV Mortgage Loan) the Certificate Insurer. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As Principal and Interest Account as received from time to time and, as soon as practical thereafter practicable thereafter, the expenses of such sale shall be paid and paid, the Seller shall Servicer shall, subject to Section 5.04, reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees, unpaid Contingency Fees and unreimbursed advances made pursuant to this SectionMonthly Advances, and on the Remittance Date immediately following Servicer shall deposit in the Principal Prepayment Period in which such sale proceeds are received and Interest Account the net cash proceeds of such sale remaining in the Custodial Account shall to be distributed to the PurchaserPool I, Pool II, Pool III or Pool IV Certificateholders, as the case may be, in accordance with Section 6.08 hereof. With respect In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer shall have received an Opinion of Counsel also addressed to each the Certificate Insurer (if such Mortgage Loan is a Pool I or Pool IV Mortgage Loan) to the effect that the holding of such Mortgaged Property subsequent to two years after its acquisition will not result in the imposition of taxes on "prohibited transactions" as defined in section 860F of the Code or cause the Trust Fund to fail to qualify as a REMIC at any time that any Pool I, Pool II, Pool III, Pool IV or Class X Certificates are outstanding. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Servicer pursuant to this Section shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund, and no construction shall take place on such Mortgaged Property, in such a manner or pursuant to any terms that would cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any "income from non-permitted assets" which is subject to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code. If a period greater than two years is permitted under this Agreement and is necessary to sell any REO Property, the Seller Servicer shall hold all funds collected and received in connection with give appropriate notice to the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received Trustee (and, with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to timea Pool I or Pool IV Mortgage Loan, the Purchaser may at its election terminate this Agreement Certificate Insurer and, with respect to one or more a Pool III Mortgage Loan, the Co-Trustee) and shall report monthly to the Trustee (and, with respect to a Pool III Mortgage Loan, the Co-Trustee) as to the progress being made in selling such REO Properties as provided by Section 6.03(d)Property.

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in Company for the event benefit of the Purchaser is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under Holder (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 Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedOwner"). The Person or Persons holding such title other than the Purchaser Company shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the each foreclosed and REO Property on behalf of the Holder, in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managedmanaged for FNMA. The Seller Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Company shall make or cause the Company to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Company to the Holder. The Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as directed by the Seller deems Holder. The Company shall segregate and hold all funds collected and received in connection with the operation of the REO Properties separate and apart from its own funds or general assets and shall establish and maintain an REO Account in the form of a non-interest bearing demand Eligible Account. The creation of any REO Account shall be evidenced by a letter agreement in the form shown in Exhibit C hereto, in the case of an account held by a depository. An original of such letter agreement shall be furnished to the Holder upon request. The Company shall deposit or cause to be deposited, on a daily basis in the best interest REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the PurchaserREO Property, including the cost of maintaining any hazard insurance pursuant to the Guide hereof and, with the consent of the Holder, the fees of any managing agent acting on behalf of the Company. In the event that the Holder withholds its consent pursuant to the preceding sentence, the related REO Property shall be managed by the Holder itself. The Seller Company shall use its best efforts not be entitled to retain interest paid or other earnings, if any, on funds deposited in such REO Account. On or before each Determination Date, the Company shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account. The Company shall furnish to the Holder on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operation statement shall be accompanied by such other information as the Holder shall reasonably request. The Company shall dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after taking title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effectHolder and the Holder agrees in writing, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence this Agreement and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser Holder as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller shall also maintain on each Each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property Disposition shall be carried out by the Seller Company at such price, price and upon such terms and conditions, conditions as approved by the Seller deems to be in the best interests Holder. If as of the Purchaser. The proceeds of sale of date title to any REO Property was acquired by the Company there were outstanding unreimbursed Servicing Advances with respect to the REO Property Property, the Company, upon an REO Disposition of such REO Property, shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself entitled to reimbursement for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale Advances from proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of such REO Disposition. The proceeds from the REO Property Disposition, net of any payment to the Company as provided above, shall be deposited in the Custodial Account. The Seller REO Account and shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect remitted to the conservation and disposition Holder within five (5) business days of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)property settlement.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the PurchaserPurchaser if a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Company shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by 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 Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected and received in connection with equal to one thousand five-hundred dollars ($1,500). The Company shall make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause Section 4.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)11.02.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserTrustee (or MERS, as applicable), or in the event the Purchaser Trustee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Trustee shall acknowledge in writing that such title is being held as nominee for the PurchaserTrustee. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Trustee solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserTrustee. The Seller Servicer may permit an obligor to pay off a non-performing Mortgage Loan at less than its unpaid principal balance or chargeoff all or a portion of such non-performing Mortgage Loan if such discounted payoff or chargeoff is in accordance with Accepted Servicing Practices and the Servicer believes that such discounted payoff or chargeoff is in the best interest of the Trust Fund; provided that in the case of any proposed discounted payoff or proposed chargeoff, the Servicer shall notify the Master Servicer, by telecopy and telephone, of the proposed discounted the discounted payoff or chargeoff of any Mortgage Loan unless the Master Servicer notifies the Servicer in writing, within five (5) Business Days after its receipt of the related notice, that it disapproves of the discounted payoff or chargeoff, in which case the Servicer shall notproceed with such discounted payoff or chargeoff. Notwithstanding anything to the contrary contained in this Section 3.16, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee or the Master Servicer otherwise requests, an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector shall be arranged by the Servicer. Upon completion of the inspection, the Servicer shall provide the Trustee and the Master Servicer with a written report of such environmental inspection. In the event that the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In the event that the environmental inspection report is inconclusive as to the whether or not the Mortgaged Property is contaminated by hazardous or toxic substances or wastes, the Servicer shall not, without the prior approval of the Master Servicer, proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In such instance, the Master Servicer shall be deemed to have approved such foreclosure or acceptance of a deed in lieu of foreclosure unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of written notice of the proposed foreclosure or deed in lieu of foreclosure from the Servicer, that it disapproves of the related foreclosure or acceptance of a deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing Advances made pursuant to this paragraph with respect to the related Mortgaged Property from the Custodial Account. The Servicer shall use its best efforts Best Efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (a) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (b) the Servicer determines, and gives an appropriate notice to the Purchaser Master Servicer to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser Master Servicer as to the progress being made in selling such REO Property and (ii) ifProperty. Notwithstanding anything herein to the contrary, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage Servicer shall not be held pursuant required to this Agreement, but instead a separate participation agreement among provide financing for the Seller and Purchaser shall be entered into with respect to such purchase money mortgagesale of any REO Property. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The Subject to the approval of the Master Servicer as described in this paragraph, the disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserTrust Fund. Prior to acceptance by the Servicer of an offer to sell any REO Property, the Servicer shall notify the Master Servicer of such offer in writing which notification shall set forth all material terms of said offer (each a "Notice of Sale"). The proceeds of Master Servicer shall be deemed to have approved the sale of the any REO Property shall be promptly deposited unless the Master Servicer notifies the Servicer in writing, within two (2) Business Days after its receipt of the Custodial Account. As soon as practical thereafter related Notice of Sale, that it disapproves of the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advancessale, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received case the net cash proceeds of such sale remaining in Servicer shall not proceed with the Custodial Account shall be distributed to the Purchasersale. With respect to each any REO Property, upon a REO Disposition, the Seller Servicer shall hold all be entitled to retain from REO Disposition Proceeds a disposition fee equal to $1,250. The Servicer shall withdraw from the Custodial Account funds collected necessary for the proper operation, management and received in connection with the operation maintenance of the REO Property in Property, including the Custodial Accountcost of maintaining any hazard insurance pursuant to the Xxxxxx Mae Guides. The Seller Servicer shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Master Servicer of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 3.12 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchasers of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Custodial Account. The Seller shall cause Section 4.16 and of any reserves reasonably required from time to time to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect maintained to the conservation and disposition of the related REO Propertysatisfy anticipated liabilities for such expenses). Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)11.02.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller Company shall hold and account for all funds collected and received in connection with the operation of the REO Property in on a loan-level basis. The Company shall withdraw from the Custodial AccountAccount funds necessary for the proper operation management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Seller Company shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 designated by the Seller from any attorney duly licensed to practice law in the state where the REO Property is locatedPurchaser. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the SellerSeller and reasonably acceptable to the Purchaser, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one (1) year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgageProperty. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself pursuant to Section 2.05(iii) hereof, as applicable, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Due Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. In addition to the Seller's obligations set forth in this Section 2.16, the Seller shall deliver written notice to the Purchaser whenever title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure together with a copy of the drive-by appraisal of the related Mortgaged Property obtained by the Seller on or prior to the date of such acquisition. Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Seller as servicer of any such REO Property without payment of any Termination Fee with respect thereto, provided that (i) the Purchaser gives the Seller notice of such termination within ten (10) Business Days of receipt of said written notice from the Seller which termination shall be effective no more than fifteen (15) Business Days from and after the date of said notice from the Purchaser and (ii) the Seller shall on the date said termination takes effect be reimbursed by Purchaser for any unreimbursed Servicing Advances in each case relating to the Mortgage Loan underlying such REO Property. In the event of any such termination, the provisions of Section 8.06 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such REO Property to the Purchaser or its designee. With respect to each REO Property, the Seller shall hold deposit all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each the Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser's designee, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one prior to the close of the third calendar year beginning after the year in which title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller determinesarrangement under which the Mortgage Loans and the REO Property are held, and gives an appropriate notice to (ii) the Purchaser to such effect, Company determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Propertysentence, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage (1) shall name the Seller Company as mortgagee, and such purchase money mortgage (2) shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (ia) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (iib) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each REO Property, the Seller shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken issued in the name of the Interim Servicer or its designee, on behalf of the Purchaser, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 issued in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Seller Interim Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Interim Servicer shall acknowledge in writing that such title is being held as nominee for the Interim Servicer, on behalf of the Purchaser. The Seller Interim Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerInterim Servicer, either itself or through an agent selected by the SellerInterim Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Interim Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Interim Servicer deems to be in the best interest of the Purchaser. The Seller Interim Servicer shall notify the Purchaser from time to time as to the status of each REO Property. The Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Seller Interim Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Interim Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Interim Servicer and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Interim Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Disaster Protection Insurance Act of 19731968, as amended, flood insurance in the amount required abovein Section 2.10 hereof. The Each REO disposition of REO Property shall be carried out by the Seller Interim Servicer at such price, price and upon such terms and conditions, conditions as the Seller deems Interim Servicer reasonably determines to be in the best interests interest of the Purchaser and provided the sales price and the related terms and conditions are results of arm's-length negotiation. No REO disposition shall be effected without the prior written consent of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Interim Servicer shall reimburse itself pursuant to Section 2.05 (iv) hereof, for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this SectionSection 2.15, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received received, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser; provided that such distribution shall, in any event, be made within ninety (90) days from and after the closing of the sale of such REO Property. With respect to each REO Property, the Seller Interim Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller Interim Servicer shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Seller, at expense of Purchaser, from any an attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, Seller shall either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. With respect to all REO Property, Seller shall hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain with respect to all REO Property an REO Account or Accounts, in the form of a non-interest bearing demand account, titled "CitiMortgage, Inc. in trust for Purchaser-Fixed and Adjustable Rate Residential Mortgage Loans as tenants in common" unless an Opinion of Counsel is obtained by Seller to the effect that the classi-fication as a grantor trust for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property are held will not be adversely affected by holding such funds in another manner. Such REO Account shall be established with Seller or with the prior consent of Purchaser, with a commercial bank, a mutual savings bank or a savings and loan association. The creation of the REO Account shall be evidenced by (a) a certifi-cation in the form shown in Exhibit D hereto, in the case of an account established with Citibank, or (b) a letter agreement in the form shown in Exhibit E hereto, in the case of an account held by a depository other than Citibank. In either case, an original of such certification or letter agreement shall be furnished to Purchaser upon request. Seller shall cause to be deposited on a daily basis in the REO Account all revenues received with respect to the conservation and disposition of the related REO Property and shall withdraw therefrom funds necessary for the proper opera-tion, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 10.15 hereof and the fees of any managing agent acting on behalf of Seller. Seller shall not be entitled to retain interest paid or other earnings, if any, on funds deposited in such REO Account. Seller shall make distributions as required on each Remittance Date to Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses). Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property as soon as practicable but in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveProperty. The disposition of REO Property shall be carried out by the Seller and shall be made at such price, and upon such terms and conditions, as the Seller deems to be in the best interests of Purchaser. Upon the request of Purchaser, and at Purchaser's expense, Seller shall cause an appraisal of the REO Property to be performed for Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As REO Account and, as soon as practical thereafter there-after, the expenses of such sale shall be paid and the paid, Seller shall reimburse itself for any and all related unreimbursed Servicing Advances, unpaid Servicing Fees Fees, any and all unreimbursed advances made pursuant to this Section, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received any appraisal performed and the net cash proceeds of such sale remaining in the Custodial REO Account shall be distributed to the Purchaser. With Upon request, with respect to each any REO Propertyproperty, the Seller shall hold all funds collected and received furnish to Purchaser a statement covering Seller's efforts in connection with the operation sale of the each REO Prop-erty and any rental of such REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect incidental to the conservation and disposition of sale thereof for the related REO Propertyprevious month (together with an operat-ing state-ment). Notwithstanding the foregoing, at any time and from time to time, the That statement shall be accompanied by such other infor-mation as Purchaser may at its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)shall reasonably request.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. In the event the Purchaser does not elect to manage its own REO Property, the Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to each The Company shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any third party managing agent of the Company, or the Company itself. The REO management fee shall hold all funds collected and received in connection with be the operation greater of one percent (1%) of the gross sales price of the REO Property in or $1500 per REO Property, provided however, the Custodial AccountREO management fee shall not exceed the net Liquidation Proceeds. The Seller Company shall cause to be deposited make monthly distributions on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect Remittance Date to the conservation and disposition Purchaser of the related net cash flow from the REO Property. Notwithstanding Property (which shall equal the foregoing, at revenues from such REO Property net of the expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the PurchaserOwner's designee (and not in the name of the Owner), or in the event the Purchaser Owner's designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser Owner shall acknowledge in writing that such title is being held as nominee for the PurchaserOwner. The Seller Servicer shall manage, conserve, protect and operate each REO Property for the Purchaser Owner solely for the purpose of its prompt disposition and sale. The SellerServicer, either itself or through an agent selected by the SellerServicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Servicer deems to be in the best interest of the PurchaserOwner. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title has been taken to such REO PropertyProperty (excluding any applicable redemption periods), unless (i) a REMIC election has not been made with respect to the Seller arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Purchaser Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Propertysentence, (i) the Seller Servicer shall report monthly to the Purchaser Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, if a purchase money mortgage is taken in the name of the Servicer, as mortgagee, in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the PurchaserOwner. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller Servicer shall collect the related REO Disposition Fee, reimburse itself for any related unreimbursed Servicing Advances, Advances and unpaid Servicing Fees and unreimbursed advances made pursuant to this Section, and on Fees. On the Remittance Date immediately following the Principal Prepayment Period in which receipt of such sale proceeds are received proceeds, the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the PurchaserOwner. With respect to each The Servicer shall withdraw from the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Servicer, or the Servicer itself. The Servicer shall hold all funds collected and received in connection with make monthly distributions on each Remittance Date to the operation Owner of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.16 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or foreclosure, by deed in lieu of foreclosureforeclosure or other method resulting in full or partial satisfaction of the related Mortgage, the deed or certificate of sale shall be taken in the name of the PurchaserPurchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Servicer from any an attorney duly licensed to practice law in the state where the REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller Servicer shall manage, conserve, protect and operate notify the Purchaser of each acquisition of REO Property upon such acquisition, together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Purchaser solely for the purpose of its prompt disposition and salerelating to such REO Property as set forth in this Section 4.13. The SellerServicer shall, either itself or through an agent selected by the SellerServicer, shall and in accordance with Accepted Servicing Practices manage, conserve, protect and operate the each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller deems cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the best interest of Servicing File and copies thereof shall be forwarded by the Servicer to the Purchaser. The Seller Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three (3) years after title has been taken to such REO Property, unless the Seller Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period longer than one year three (3) years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property and (ii) ifshall be marketed for less than the appraised value, with without the written prior consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser . No REO Property shall be entered into sold for less than ninety five percent (95%) of its appraised value, without the prior consent of the Purchaser. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances with respect to such purchase money mortgage. The Seller the REO Property, the Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal be entitled to immediate reimbursement from the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required abovePurchaser for any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller Servicer at such price, and upon such terms and conditions, as the Seller Servicer deems to be in the best interests of the Purchaser. The proceeds Servicer shall provide monthly reports to Purchaser in reference to the status of sale the marketing of the REO Properties. Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser’s sole option, terminate the Servicer as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Servicer shall on the date said termination takes effect be promptly deposited in reimbursed by withdrawal from the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself Account for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances Monthly Advances of the Servicer’s funds made pursuant to this Section, Section 5.03 and on the Remittance Date immediately following the Principal Prepayment Period any unreimbursed Servicing Advances in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed each case relating to the PurchaserMortgage Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05. With respect to each REO PropertyIn the event of any such termination, the Seller provisions of Section 10.02 hereof shall hold all funds collected apply to said termination and received in connection with the operation transfer of the REO Property in the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received servicing responsibilities with respect to the conservation and disposition of the related such REO Property. Notwithstanding the foregoing, at any time and from time Property to time, the Purchaser may at or its election terminate this Agreement with respect to one or more REO Properties as provided by Section 6.03(d)designee.

Title, Management and Disposition of REO Property. In the event that title to any the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Seller for the benefit of the Purchaser, or in the event the Purchaser Seller is not authorized or permitted to hold title to real property in the state where the REO 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 Seller from any an attorney duly licensed to practice law in the state where the to REO Property is located. The Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser. The Seller shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller, either itself or through an agent selected by the Seller, shall manage, conserve, protect and operate the each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managedmanaged and in accordance with Accepted Servicing Procedures. The Seller shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. The Seller shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by the Seller to the Purchaser within five (5) Business Days of the Purchaser's request therefor. The Seller shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided belowsame) on such terms and conditions as the Seller deems to be in the best interest of the Purchaser. The Seller shall deposit or cause to be deposited, on a daily basis in the Custodial Account all revenues received with respect to the REO Properties and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Properties, including (i) the cost of maintaining any hazard insurance pursuant to Section 11.10 hereof and (ii) either (A) the fees of any managing agent acting on behalf of the Seller or (B) in the event that the Seller is managing the REO Property, then the related Servicing Fee. The Seller shall not be entitled to retain interest paid or other earnings, if any, on funds deposited in the Custodial Account. On or before each Determination Date, the Seller shall withdraw from the Custodial Account and deposit into the Custodial Account the net income from the REO Properties on deposit in the Custodial Account. The Seller shall furnish to the Purchaser on each Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operation statement shall be accompanied by such other information as the Purchaser shall reasonably request. The Seller shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title has been taken to such REO PropertyProperty has been obtained, unless the Seller determines, and gives an appropriate notice to the Purchaser to such effectPurchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the The Seller shall report monthly to the Purchaser as to the progress being made in selling such REO Property commencing on the earlier of (i) the date on which the marketing of the REO Property commences and (ii) if, with one (1) year after title to the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Seller and Purchaser shall be entered into with respect to such purchase money mortgage. The Seller shall also maintain on each REO Property fire is obtained, if a period longer than one (1) year is permitted under this Agreement and hazard insurance with extended coverage in an amount which is at least equal necessary to the maximum insurable value of the improvements which are a part of sell such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required aboveREO Property. The disposition of Each REO Property Disposition shall be carried out by the Seller at such price, price and upon such terms and conditions, conditions as the Seller deems to be in the best interests interest of the Purchaser. The proceeds If as of sale of the date title to any REO Property was acquired by the Seller there were outstanding unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with respect to the REO Property or the related Mortgage Loan, the Seller, upon an REO Disposition of such REO Property, shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Seller shall reimburse itself entitled to reimbursement for any related unreimbursed Servicing Advances, unpaid Monthly Advances and Servicing Fees and unreimbursed advances made pursuant from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to this Sectionthe Seller as provided above, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining shall be deposited in the Custodial Account and shall be distributed transferred to the PurchaserCustodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Remittance Date in accordance with Section 11.17. With respect to each REO Property, the Seller shall segregate and hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Seller separate and apart from its own funds or general assets and shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received maintain separate records and reports with respect to the conservation funds received and disposition of the related distributed on an REO Property. Notwithstanding the foregoing, at any time and from time to time, the Purchaser may at its election terminate this Agreement with respect to one or more Property by REO Properties as provided by Section 6.03(d)Property basis.

Title, Management and Disposition of REO Property. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold title to real property in the state where the REO 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 Seller Company from any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser. The Seller Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The SellerCompany, either itself or through an agent selected by the SellerCompany, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Seller Company shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Seller Company deems to be in the best interest of the Purchaser. The Seller Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year three years after title has been taken to such REO Property, unless (i) the Seller determines, and gives Purchaser shall have been supplied with an appropriate notice Opinion of Counsel to the Purchaser effect that the holding by the Trust of such Mortgaged Property subsequent to such effectthree-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust as defined in Section 860F of the Code, that or cause the related REMIC to fail to qualify as a longer period is necessary for REMIC, in which case the orderly liquidation Trust may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Purchaser (at the Company's expense) or the Company shall have applied for, prior to the expiration of such REO Propertythree-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than one year three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Seller Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Seller Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among between the Seller Company and Purchaser shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within a meaning of section 860G(a)(8) of the Code, (ii) subject the Trust to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust or any income from non-permitted assets as described in section 860F(a) (2)(B) of the Code, unless the Company has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. The Seller Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The disposition of REO Property shall be carried out by the Seller Company at such price, and upon such terms and conditions, as the Seller Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter thereafter, the expenses of such sale shall be paid and the Seller Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances Monthly Advances made pursuant to this SectionSection 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser. With respect to The Company shall withdraw from the Custodial Account funds necessary for the proper operation, management and maintenance of each REO Property, including the Seller cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall hold all funds collected be an amount that is reasonable and received customary in connection with the operation area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net cash flow from the REO Property in (which shall equal the Custodial Account. The Seller shall cause to be deposited on a daily basis upon the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition from such REO Property net of the related REO Property. Notwithstanding the foregoing, at expenses described in this Section 4.15 and of any time and reserves reasonably required from time to time, the Purchaser may at its election terminate this Agreement with respect time to one or more REO Properties as provided by Section 6.03(dbe maintained to satisfy anticipated liabilities for such expenses).