Common use of Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans Clause in Contracts

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit D so long as it contains the information required by Exhibit D (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit D, and the acknowledgment that the Mortgage File will be held in accordance with the Sale and Servicing Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, the preparation of any required tax and information returns, in the form required, and delivery of the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from any case before the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day end of the month third calendar year following the calendar year in which the purchase price is Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be distributed rented) or otherwise used for the production of income by or on behalf of the Trust Fund. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Noteholders. The purchase price Master Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the Collection Account. The following order of priority: FIRST, to reimburse the Master Servicer may only exercise this right on for any related unreimbursed Servicing Advances or before Master Servicing Fees or for any unreimbursed Advances, as applicable; SECOND, to reimburse the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan Certificate Account for any Nonrecoverable Advances (or portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; THIRD, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and shall execute and deliver any instruments FOURTH, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided, that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the Master proviso that the Servicer shall not be required to incur any Liquidation Expenses or to otherwise expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholdersthe Trust. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may shall have the right but not the obligation to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquent. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor a purchase price equal to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price Loan Purchase Price thereof), shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Indenture Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DC-1 hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in the purchaser of the such Mortgage Loan Loans any Mortgage Loan Loans released to it pursuant hereto and the Master Servicer shall succeed to all the TrustIndenture Trustee's right, title and interest in the and to such Mortgage Loan Loans and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage LoanLoans, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Insurer or the Noteholders Securityholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Servicer has knowledge that a Mortgaged Property that the Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Servicer, the Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property if the Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Master Trustee’s name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell the REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, the preparation of any required tax and information returns, in the form required, and filed the same. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from any case before the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day end of the month third calendar year following the calendar year in which the purchase price is Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be distributed rented) or otherwise used for the production of income by or on behalf of the Trust Fund. The decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Noteholders. The purchase price Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the Collection Account. The Master following order of priority: first, to reimburse the Servicer may only exercise this right for any related unreimbursed Servicing Advances or Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent or related REO Property, at the Adjusted Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided, that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the Master proviso that the Servicer shall not be required to incur any Liquidation Expenses or to otherwise expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholdersthe Trust. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may shall have the right but not the obligation to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquent. The Servicer shall notify Xxxxxxx Mac and the Insurer in writing of any such purchase. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor a purchase price equal to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price Loan Purchase Price thereof), shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DC-1 hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in the purchaser of the such Mortgage Loan Loans any Mortgage Loan Loans released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan Loans and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage LoanLoans, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture TrusteeInsurer, Xxxxxxx Mac, the Credit Enhancer, the Transferor, Securityholders or the Noteholders Residual Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 91 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Servicer has knowledge that a Mortgaged Property that the Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Servicer, the Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property if the Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Master Trustee’s name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell the REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Servicer deems to be in the best interest of the Certificateholders and the Certificate Insurer for the period before the sale of the REO Property. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, the preparation of any required tax and information returns, in the form required, and filed the same. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from any case before the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day end of the month third calendar year following the calendar year in which the purchase price is Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be distributed rented) or otherwise used for the production of income by or on behalf of the Trust Fund. The decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Noteholders. The purchase price Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the Collection Account. The Master following order: first, to reimburse the Servicer may only exercise this right for any related unreimbursed Servicing Advances or Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent or related REO Property, at the Adjusted Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of the REO Property at any times necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income from the REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property before three years after its acquisition by the Trust Fund unless the Trustee has been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of the Mortgaged Property after the two-year period will not result in the imposition of taxes on "prohibited transactions" on any REMIC as soon defined in section 860F of the Code or cause any REMIC to fail to qualify as practicable a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold the Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation Proceedswould (i) cause the Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with management of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which such amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation ProceedsCertificateholders. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at calculated in the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month same manner set forth in which the purchase price is to be distributed to the Noteholders. The purchase price Section 2.02) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DL hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Enhancer or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert to the ownership Mortgaged Properties of properties securing defaulted such of the Mortgage Loans when, as come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with such foreclosure or other conversion, the Master Servicer shall follow the such practices and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activitiesactivities and meet the requirements of the insurer under any Required Insurance Policy; provided, including advancing funds to correct a default on a related senior mortgage loan. Howeverhowever, that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Insurance Proceeds, Unanticipated Recoveries or Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trust Fund for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Master Servicer shall dispose ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trust Fund’s capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for filing. In the event that the Trust Fund acquires any Mortgaged Property as soon aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property prior to the close of the third taxable year after the taxable year of its acquisition by the Trust Fund unless the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as practicable defined in Section 860F of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the applicable subaccount of the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the applicable subaccount of the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Master Servicer pursuant to Section 3.8(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. The Master Servicer, in its sole discretionwith the consent of the Trustee, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the Purchase Price. The price Purchase Price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price hereunder shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day applicable subaccount of the calendar month in which Certificate Account and the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DM hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the Trust's Trustee’s right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit D so long as it contains the information required by Exhibit D (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit D, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceedsany case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the related Mortgage File and shall execute and deliver any instruments of transfer prepared by extent no Advance has been made for the Master Servicer, without recourse, necessary to vest in amount or the purchaser of Advance has been reimbursed) on the Mortgage Loan any or related REO Property, at the Adjusted Net Mortgage Loan released Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activitiesactivities and that satisfy the requirements of the issuer of the Loan Insurance Policy, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 [91] days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first [first] day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee[, the Credit Enhancer], the Transferor, or the Noteholders with respect to it.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosure, the deed or certificate foreclosure is located within a 1 mile radius of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited site listed in the Collection Account. The Master Servicer may only exercise this right on Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days other site with environmental or more delinquent may be purchased by the Master Servicer pursuant hazardous waste risks known to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed will, prior to all acquiring the Trust's interest Mortgaged Property, consider such risks and only take action in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders accordance with respect to itits established environmental review procedures.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert to the ownership Mortgaged Properties of properties securing defaulted such of the Mortgage Loans when, as come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with such foreclosure or other conversion, the Master Servicer shall follow the such practices and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activitiesactivities and meet the requirements of the insurer under any Required Insurance Policy; provided, including advancing funds to correct a default on a related senior mortgage loan. Howeverhowever, that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds and Subsequent Recoveries with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a one-mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its Liquidation acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three-year period, if applicable, will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the end of the Due Period concluding in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan that which is 151 days or more delinquent. The delinquent at a price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor equal to the first day of Purchase Price; provided, however, that the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate next to the last day of the calendar month in which the such Mortgage Loan became 151 days delinquent. Any delinquent (such month, the "Eligible Repurchase Month"); provided further, that any such Mortgage Loan that which becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this SectionSection in any ensuing Eligible Repurchase Month. Upon The Purchase Price for any Mortgage Loan purchased under this Section 3.11 shall be deposited in the Certificate Account and the Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DN to this Agreement, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceedsany case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs of bringing a foreclosure proceeding. The proceeds from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for the amount or the Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, PROVIDED, HOWEVER, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and PROVIDED, FURTHER, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer, protect and conserve such REO Property in the same manner and to such extent as it protects and conserves other foreclosed property for its own account, and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for execution, if required, and by filing the same. In the event that the Trust Fund acquires any Mortgaged Property as soon aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property prior to three years from the close of the taxable year of its acquisition by the Trust Fund unless the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as practicable defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject either REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Master 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 lesser of the replacement value or the maximum insurable value of the improvements which are 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 Master Servicer shall withdraw from the Certificate Account funds necessary for the proper maintenance of each REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.09 and the fees of any managing agent of the Master Servicer, a Subservicer, or the Master Servicer itself. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding and if such determination cannot be made, the Master Servicer shall deal with such Mortgage Loan in a manner consistent with the servicing standard in Section 3.01 hereof. The income earned from the rental of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that maximizes its Liquidation were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. 57 In the event that foreclosure proceedings are commenced in respect of any Mortgage Loan as to which Additional Collateral has been pledged as security, the Master Servicer shall, if such Additional Collateral is readily marketable, immediately commence the liquidation of such collateral. The proceeds of such sale shall be promptly deposited in the Certificate Account. If such Additional Collateral is not readily marketable, the Master Servicer shall not exercise any right it may have to seize, convert or otherwise assume ownership of such Additional Collateral. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan which is 91 days or more delinquent at a price equal to the Purchase Price; provided, however, that is 151 such option (x) will be exercisable in the calendar quarter following the calendar quarter (such following quarter, the "Eligible Quarter") in which it first becomes 91 days or more delinquent and (y) will expire at the close of business on the penultimate Business Day of the Eligible Quarter and will not be renewable unless the Mortgage Loan becomes current prior to the expiration of the option in which case the same procedure would be applicable if such Mortgage Loan were again to become 91 days or more delinquent. The price Purchase Price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price hereunder shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Certificate Account and the Custodian, or before if applicable the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DN hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within 1 mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in any case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation Proceedswould (i) cause the Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state, or local income taxes on the proceeds from the Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding and would comply with the requirements of the primary mortgage guaranty insurance acquired by the Trust Fund from PMI. The proceeds from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with management of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which such amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer’s opinion the net proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property and statutory liens. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's ’s interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust’s holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the net proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property and statutory liens. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer, protect and conserve such REO Property in the same manner and to such extent as it protects and conserves other foreclosed property for its own account, and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for execution, if required, and by filing the same. In the event that the Trust Fund acquires any Mortgaged Property as soon aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property prior to three years from the close of the taxable year of its acquisition by the Trust Fund unless the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as practicable defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject either REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Master 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 lesser of the replacement value or the maximum insurable value of the improvements which are 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 Master Servicer shall withdraw from the Certificate Account funds necessary for the proper maintenance of each REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.09 and the fees of any managing agent of the Master Servicer, a Subservicer, or the Master Servicer itself. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding and if such determination cannot be made, the Master Servicer shall deal with such Mortgage Loan in a manner consistent with the servicing standard in Section 3.01 hereof. The income earned from the rental of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that maximizes its Liquidation were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. In the event that foreclosure proceedings are commenced in respect of any Mortgage Loan as to which Additional Collateral has been pledged as security, the Master Servicer shall, if such Additional Collateral is readily marketable, immediately commence the liquidation of such collateral. The proceeds of such sale shall be promptly deposited in the Certificate Account. If such Additional Collateral is not readily marketable, the Master Servicer shall not exercise any right it may have to seize, convert or otherwise assume ownership of such Additional Collateral. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan which is 91 days or more delinquent at a price equal to the Purchase Price; provided, however, that is 151 such option (x) will be exercisable in the calendar quarter following the calendar quarter (such following quarter, the "Eligible Quarter") in which it first becomes 91 days or more delinquent and (y) will expire at the close of business on the penultimate Business Day of the Eligible Quarter and will not be renewable unless the Mortgage Loan becomes current prior to the expiration of the option in which case the same procedure would be applicable if such Mortgage Loan were again to become 91 days or more delinquent. The price Purchase Price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price hereunder shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Certificate Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DN hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee’s name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee’s capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer, protect and conserve such REO Property in the same manner and to such extent as it protects and conserves other foreclosed property for its own account, and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for execution, if required, and by filing the same. In the event that the Trust Fund acquires any Mortgaged Property as soon aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property prior to three years from the close of the taxable year of its acquisition by the Trust Fund unless the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC hereunder as practicable defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject either REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Master 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 lesser of the replacement value or the maximum insurable value of the improvements which are 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 Master Servicer shall withdraw from the Certificate Account funds necessary for the proper maintenance of each REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.09 and the fees of any managing agent of the Master Servicer, a Subservicer, or the Master Servicer itself. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding and if such determination cannot be made, the Master Servicer shall deal with such Mortgage Loan in a manner consistent with the servicing standard in Section 3.01 hereof. The income earned from the rental of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that maximizes its Liquidation were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. In the event that foreclosure proceedings are commenced in respect of any Mortgage Loan as to which Additional Collateral has been pledged as security, the Master Servicer shall, if such Additional Collateral is readily marketable, immediately commence the liquidation of such collateral. The proceeds of such sale shall be promptly deposited in the Certificate Account. If such Additional Collateral is not readily marketable, the Master Servicer shall not exercise any right it may have to seize, convert or otherwise assume ownership of such Additional Collateral. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan which is 91 days or more delinquent at a price equal to the Purchase Price; provided, however, that is 151 such option (x) will be exercisable in the calendar quarter following the calendar quarter (such following quarter, the “Eligible Quarter”) in which it first becomes 91 days or more delinquent and (y) will expire at the close of business on the penultimate Business Day of the Eligible Quarter and will not be renewable unless the Mortgage Loan becomes current prior to the expiration of the option in which case the same procedure would be applicable if such Mortgage Loan were again to become 91 days or more delinquent. The price Purchase Price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price hereunder shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Certificate Account and the Custodian, or before if applicable the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DN hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the Trust's Trustee’s right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose of ensure that the Mortgaged title to such REO Property as soon as practicable in a manner that maximizes references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its Liquidation Proceeds. The Master Servicerefforts to sell such REO Property, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on shall either itself or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased through an agent selected by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit Dmanage, the Indenture Trustee shall release to the Master Servicer the related Mortgage File operate, protect and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.conserve such REO

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Servicer has knowledge that a Mortgaged Property that the Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Servicer, the Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property if the Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Master Trustee’s name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell the REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, the preparation of any required tax and information returns, in the form required, and filed the same. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from any case before the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day end of the month third calendar year following the calendar year in which the purchase price is Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be distributed rented) or otherwise used for the production of income by or on behalf of the Trust Fund. The decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Noteholders. The purchase price Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the Collection Account. The Master following order of priority: first, to reimburse the Servicer may only exercise this right for any related unreimbursed Servicing Advances or Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent or related REO Property, at the Adjusted Net Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceedsany case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the related Mortgage File and shall execute and deliver any instruments of transfer prepared by extent no Advance has been made for the Master Servicer, without recourse, necessary to vest in amount or the purchaser of Advance has been reimbursed) on the Mortgage Loan any or related REO Property, at the Adjusted Net Mortgage Loan released Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Servicer has knowledge that a Mortgaged Property that the Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Servicer, the Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property if the Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Master Trustee’s name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to the REO Property references this Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell the REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, the preparation of any required tax and information returns, in the form required, and filed the same. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from any case before the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day end of the month third calendar year following the calendar year in which the purchase price is Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be distributed rented) or otherwise used for the production of income by or on behalf of the Trust Fund. The decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Noteholders. The purchase price Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the Collection Account. The Master following order of priority: first, to reimburse the Servicer may only exercise this right for any related unreimbursed Servicing Advances or Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Servicer pursuant to Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent or related REO Property, at the Expense Adjusted Net Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.distributed; and

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.for

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose of ensure that the Mortgaged title to such REO Property as soon as practicable in a manner that maximizes references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its Liquidation Proceeds. The Master Servicerefforts to sell such REO Property, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on shall either itself or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased through an agent selected by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer manage, operate, protect and conserve such REO Property in the form of Exhibit Dsame manner and to such extent as it manages, the Indenture Trustee shall release to the Master Servicer the related Mortgage File operates, protects and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.conserves other

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activitiesactivities and that satisfy the requirements of the issuer of the Loan Insurance Policy with respect to the Mortgage Loans covered by it, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; PROVIDED that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the Master proviso that the Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of NoteholdersCertificateholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at calculated in the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month same manner set forth in which the purchase price is to be distributed to the Noteholders. The purchase price Section 2.02) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DL hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Enhancer or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in any case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation Proceedswould (i) cause the Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state, or local income taxes on the proceeds from the Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify the Trust Fund with respect to the imposition of any such taxes. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for costs and expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for the amount or the Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of the REO Property at any times necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income from the REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property unless the Trustee has been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of the Mortgaged Property after the three-year period will not result in the imposition of taxes on "prohibited transactions" on any REMIC as soon defined in section 860F of the Code or cause any REMIC to fail to qualify as practicable a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold the Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation Proceedswould (i) cause the Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding and would comply with the requirements of the primary mortgage guaranty insurance acquired by the Trust Fund from MGIC. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with management of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which such amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosure, the deed or certificate foreclosure is located within a 1 mile radius of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited site listed in the Collection Account. The Master Servicer may only exercise this right on Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days other site with environmental or more delinquent may be purchased by the Master Servicer pursuant hazardous waste risks known to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.the

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceedsany case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for costs incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees or for any unreimbursed Advances as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for the amount or the Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and fourth, as a recovery of principal of the Mortgage Loan. The Master Servicer will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan as additional servicing compensation pursuant to Section 3.15 The Master Servicer may agree to a modification of any Mortgage Loan (the "Relevant Mortgage Loan") at the request of the related Mortgagor if (i) the modification is in lieu of a refinancing and the Mortgage Rate on the Relevant Mortgage Loan, as modified, is approximately a prevailing market rate for newly-originated mortgage loans having similar terms and (ii) the Master Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described below. Effective immediately after the modification, and, in any event, on the same Business Day on which the modification occurs, all interest of the Trustee in the Modified Mortgage Loan shall automatically be deemed transferred and assigned to the Master Servicer and all benefits and burdens of ownership thereof, including the right to accrued interest thereon from the date of modification and the risk of default thereon, shall pass to the Master Servicer. The Master Servicer shall promptly deliver to the Trustee a certification of a Servicing Officer to the effect that all requirements of the first paragraph of this Sectionsubsection (c) have been satisfied with respect to the Modified Mortgage Loan. The Master Servicer shall deposit the Purchase Price for any Modified Mortgage Loan in the Certificate Account pursuant to Section 3.06 within one Business Day after the purchase of the Modified Mortgage Loan. Upon receipt by the Trustee of written notification of any such deposit signed by a certificate from the Master Servicer in the form of Exhibit DServicing Officer, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer prepared by the Master Serviceror assignment, in each case without recourse, as shall be necessary to vest in the purchaser of the Master Servicer any Modified Mortgage Loan previously transferred and assigned pursuant hereto. The Master Servicer covenants and agrees to indemnify the Trust Fund against any liability for any taxes (including prohibited transaction taxes) and any related interest, additions, and penalties imposed on the Trust Fund established hereunder as a result of any modification of a Mortgage Loan released effected pursuant to it and this subsection (c), any holding of a Modified Mortgage Loan by the Trust Fund or any purchase of a Modified Mortgage Loan by the Master Servicer (but such obligation shall succeed to all not prevent the Trust's interest Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityMaster Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Master Servicer shall then own have no right of reimbursement for any amount paid pursuant to the Mortgage Loanforegoing indemnification, except to the extent that the amount of any tax, interest, and all security and documentspenalties, free of any further obligation together with interest thereon, is refunded to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trust Fund or the Noteholders with respect to itMaster Servicer.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, have come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee’s name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in a manner that maximizes its Liquidation Proceedsany case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs and expenses of bringing a foreclosure proceeding. The proceeds received from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such proceeds shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceed the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees or for any unreimbursed Advances, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 3.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans whentake such actions, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with including foreclosure or other conversion, as (1) the Master Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, and (3) and shall meet the requirements of the insurer under any Required Insurance Policy. In accordance with the preceding sentence in the event that any payment due under any Mortgage Loan is not postponed and remains delinquent for a period of ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Master Servicer shall follow commence foreclosure proceedings, provided, however, that the practices Master Servicer may enter into, and procedures it deems appropriate shall give the Rating Agencies notice of, a special servicing agreement with an unaffiliated holder of 100% Percentage Interest of one or more Classes of Subordinated Certificates or a holder of a class of securities representing interests in one or more Classes of Subordinated Certificates and provided, further, that entering into such special servicing agreement shall not result in the downgrading or withdrawal of the respective ratings when assigned to the Certificates. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposit of cash by the holder that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanprocedures. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a 1 mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall dispose ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer manage, operate, protect and conserve such REO Property in the same manner and to such extent as it manages, operates, protects and conserves other foreclosed property for its own account, and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the Mortgaged Property interests of the Certificateholders, rent the same, or any part thereof, as soon as practicable the Master Servicer deems to be in a manner that maximizes its Liquidation Proceedsthe best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer, Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in its sole discretion, may purchase for its own account from connection with the Trust any Mortgage Loan that management and maintenance of such REO Property at such times as is 151 days or more delinquentnecessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate net monthly rental income, if any, from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price such REO Property shall be deposited in the Collection Account. The Master Servicer may only exercise this right Certificate Account no later than the close of business on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityeach Determination Date. The Master Servicer shall then own perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for execution, if required, and by filing the same. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, and all security and documents, free the Master Servicer shall dispose of such Mortgaged Property prior to three years from the close of the taxable year of its acquisition by the Trust Fund unless the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any further obligation REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect Trust Fund may continue to it.hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation ProceedsCertificateholders. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be an amount equal to 100% of its the Asset Balance of such Mortgage Loan plus accrued interest on it thereon at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor Mortgagor to the first day of the month in which the purchase price such amount is to be distributed to the Noteholders. The purchase price Certificateholders) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DG hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Enhancer or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.for

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the net proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property and statutory liens. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.for

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided, that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the Master proviso that the Servicer shall not be required to incur any Liquidation Expenses or to otherwise expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholdersthe Trust. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may shall have the right but not the obligation to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquent. The Servicer shall notify the Insurer in writing of any such purchase. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor a purchase price equal to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price Loan Purchase Price thereof), shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Indenture Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DC-1 hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in the purchaser of the such Mortgage Loan Loans any Mortgage Loan Loans released to it pursuant hereto and the Master Servicer shall succeed to all the TrustIndenture Trustee's right, title and interest in the and to such Mortgage Loan Loans and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage LoanLoans, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit EnhancerInsurer, the Transferor, Noteholders or the Noteholders Residual Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans when, as come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property The foregoing is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title subject to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversion, the Master Servicer shall follow the practices and procedures it deems appropriate and proviso that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation ProceedsCertificateholders. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be an amount equal to 100% of its the Asset Balance of such Mortgage Loan plus accrued interest on it thereon at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to Mortgagor through the first day of Due Date occurring in the calendar month immediately following the calendar month in which the such repurchase occurs (provided that such purchase price is shall be reduced by any unreimbursed Servicing Advances with respect to such Mortgage Loan and the Loan Rate used to determine the accrued interest to be distributed to paid by the Noteholders. The purchase price Master Servicer shall be computed at the Net Loan Rate) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DG hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee[, the Credit Enhancer, the Transferor, ] or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with the Sale and Servicing Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer’s opinion the net proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property and statutory liens. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation ProceedsProceeds and the Master Servicer acts in accordance with the servicing standards in this Agreement. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's ’s interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Indenture Trustee is supplied with an Opinion of Counsel to the effect that the Trust’s holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of Counsel) after the expiration of the three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would cause the Mortgaged Property to fail to qualify as foreclosure property within the meaning of section 860G(a)(8) of the Code or subject the Trust to the imposition of any federal, state, or local income taxes on the income earned from the Mortgaged Property under section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes. If a default occurs on a Mortgage Loan one or more of whose obligors is not a United States Person, as defined in Section 7701(a)(30) of the Code, in connection with any foreclosure of the Mortgage Loan (including the acquisition of a deed in lieu of foreclosure), the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor) necessary to assure that no withholding tax obligation arises with respect to the proceeds of the foreclosure except to the extent that proceeds of the foreclosure are required to be remitted to the obligors on the Mortgage Loan.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert to the ownership of Mortgaged Properties securing defaulted in respect of which the related Mortgage Loans when, as come into and continues in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with the foreclosure or other conversion, the Master Servicer shall follow the practices Servicing Standard and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loanshall follow the requirements of the insurer under any Required Insurance Policy. HoweverNotwithstanding the foregoing, the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines (i) that the expenditure restoration or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of restoration expenses and (ii) that restoration expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any foreclosure proceedings. The Master Servicer is entitled to reimbursement thereof from the liquidation proceeds with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property that the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within one mile of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, before acquiring the Mortgaged Property, consider the risks and only take action in accordance with its established environmental review procedures. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to the REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to the REO Property references the Pooling and Servicing Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell the REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve the REO Property in accordance with the Servicing Standard as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and, if required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing any required tax and information returns, in the form required, and delivering the same to the Trustee for filing. If the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the REO Property shall only be held temporarily, shall be actively marketed for sale, and the Master Servicer shall dispose of the Mortgaged Property as soon as practicable practicable, and in any case before the end of the third calendar year following the calendar year in which the Trust Fund acquires the property. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that maximizes its Liquidation Proceedswould (i) cause the Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state, or local income taxes on the proceeds from the Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify the Trust Fund with respect to the imposition of any such taxes. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of the foreclosure would exceed the costs of bringing a foreclosure proceeding. The proceeds from the maintenance of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with management of the REO Properties and net of unreimbursed Servicing Fees, Advances, and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though the Mortgage Loans were still current and adjustments, if applicable, to the Mortgage Rate were being made in accordance with the Mortgage Note) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the proceeds received during any calendar month exceeds the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for the calendar month, the excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances or Master Servicing Fees, as applicable; second, to reimburse the Master Servicer, in its sole discretionas applicable, may purchase for its own account from and to reimburse the Trust any Mortgage Loan that is 151 days or more delinquent. The price Certificate Account for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on Nonrecoverable Advances (or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan portions thereof) that becomes current but thereafter again becomes 151 days or more delinquent may be purchased were previously withdrawn by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit D, the Indenture Trustee shall release Section 3.09(a)(ii) that related to the Master Servicer Mortgage Loan; third, to accrued and unpaid interest (to the extent no Advance has been made for the amount or the Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage File Rate through the Remittance Period preceding the Distribution Date on which the amounts are required to be distributed; and shall execute and deliver any instruments fourth, as a recovery of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser principal of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for securityLoan. The Master Servicer shall then own will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan, and all security and documents, free of any further obligation Loan as additional servicing compensation pursuant to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to itSection 3.15.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. (a) The Master Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert to the ownership Mortgaged Properties of properties securing defaulted such of the Mortgage Loans when, as come into and continue in the opinion of the Master Servicer based on normal default and usual practices and procedures, as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceedingpayments. In connection with such foreclosure or other conversion, the Master Servicer shall follow the such practices and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activitiesactivities and meet the requirements of the insurer under any Required Insurance Policy; provided, including advancing funds to correct a default on a related senior mortgage loan. Howeverhowever, that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine (i) that the expenditure such restoration and/or foreclosure will increase Net the proceeds of liquidation of the Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Certificate Account). The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the liquidation proceeds and Subsequent Recoveries with respect to the related Mortgaged Property, as provided in the definition of Liquidation Proceeds. If title to any the Master Servicer has knowledge that a Mortgaged Property which the Master Servicer is acquired contemplating acquiring in foreclosure or by deed in lieu of foreclosureforeclosure is located within a one-mile radius of any site listed in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to the Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures. With respect to any REO Property, the deed or certificate of sale shall be issued to taken in the Indenture Trusteename of the Trustee for the benefit of the Certificateholders, or to its nominee nominee, on behalf of Noteholdersthe Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Master Servicer shall ensure that the title to such REO Property references the Pooling and Servicing Agreement and the Trustee's capacity thereunder. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. The Master Servicer shall prepare for and deliver to the Trustee a statement with respect to each REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Certificate Account no later than the close of business on each Determination Date. The Master Servicer shall perform the tax reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required, in the form required, and delivering the same to the Trustee for filing. In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the such Mortgaged Property as soon as practicable in a manner that maximizes the Liquidation Proceeds thereof, but in no event later than three years after its Liquidation acquisition by the Trust Fund. In that event, the Trustee shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to a three-year period, if applicable, will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as defined in Section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel) after the expiration of such three-year period. Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund 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 in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. The decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the Master Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any REO Properties, net of reimbursement to the Master Servicer for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Master Servicing Fees, Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Certificate Account. To the extent the net income received during any calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of principal of the related Mortgage Loan. The proceeds from any liquidation of a Mortgage Loan, as well as any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer for any related unreimbursed Servicing Advances and Master Servicing Fees; second, to reimburse the Master Servicer or the Trustee for any unreimbursed Advances; third, to reimburse the Certificate Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by the Master Servicer pursuant to Section 3.08(a)(iii) of this Agreement that related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate for the Due Date occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be retained by the Master Servicer as additional servicing compensation pursuant to Section 3.14. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust Fund any Mortgage Loan that which is 151 days or more delinquent. The delinquent at a price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor equal to the first day of Purchase Price; provided, however, that the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate next to the last day of the calendar month in which the such Mortgage Loan became 151 days delinquent. Any delinquent (such month, the "Eligible Repurchase Month"); provided further, that any such Mortgage Loan that which becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this SectionSection in any ensuing Eligible Repurchase Month. Upon The Purchase Price for any Mortgage Loan purchased under this Section 3.11 shall be deposited in the Certificate Account and the Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DN to this Agreement, the Indenture Trustee shall release or cause to be released to the Master Servicer purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicerpurchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer purchaser of such Mortgage Loan shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer purchaser of such Mortgage Loan shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Trustee or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation ProceedsCertificateholders. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 [91] days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be an amount equal to 100% of its the Asset Balance of such Mortgage Loan plus accrued interest on it thereon at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor Mortgagor to the first day of the month in which the purchase price such amount is to be distributed to the Noteholders. The purchase price related Certificateholders) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit DG hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee[, the Credit Enhancer, the Transferor, ] or the Noteholders Certificateholders with respect to itthereto.

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose or otherwise comparably convert to ownership Mortgaged Properties securing defaulted Mortgage Loans when, in the opinion of the Master Servicer based on normal and usual practices and procedures, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. Alternatively, the Master Servicer may forego foreclosure and charge off a defaulted Mortgage Loan if in the Master Servicer's opinion the proceeds of foreclosure and liquidation are likely to produce an amount less than the unpaid principal balance of senior liens on the Mortgaged Property. If the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the Mortgaged Property in a foreclosure or similar proceeding. In connection with foreclosure or other conversionconversion (or a decision to forego foreclosure and charge off a defaulted Mortgage Loan), the Master Servicer shall follow the practices and procedures it deems appropriate and that are normal and usual in its general mortgage servicing activities, including advancing funds to correct a default on a related senior mortgage loan. However, the Master Servicer shall need not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines determines, in its sole discretion, that the expenditure will increase Net Liquidation Proceeds. If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation Proceeds. The Master Servicer, in its sole discretion, may purchase for its own account from the Trust any Mortgage Loan that is 151 days or more delinquent. The price for any Mortgage Loan purchased shall be 100% of its Asset Balance plus accrued interest on it at the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month in which the purchase price is to be distributed to the Noteholders. The purchase price shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon receipt of a certificate from the Master Servicer in the form of Exhibit DC, the Indenture Trustee shall release to the Master Servicer the related Mortgage File and shall execute and deliver any instruments of transfer prepared by the Master Servicer, without recourse, necessary to vest in the purchaser of the Mortgage Loan any Mortgage Loan released to it and the Master Servicer shall succeed to all the Trust's interest in the Mortgage Loan and all related security and documents. This assignment shall be an assignment outright and not for security. The Master Servicer shall then own the Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, or the Noteholders with respect to it.. The certification by the Master Servicer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. If the Trust acquires any Mortgaged Property in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes the liquidation proceeds, but in no event later than three years after its acquisition by the Trust or, at the expense of the Trust, the Master Servicer shall request, more than 60 days before the day on which the three-year period would otherwise expire, an extension of the three-year grace period. If the Trustee is supplied with an Opinion of Counsel to the effect that the Trust's holding the Mortgaged Property after the three-year period will not result in the imposition of taxes on prohibited transactions of the Trust as defined in section 860F of the Code or cause any REMIC created under the Trust Agreement to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding, and the Trust may continue to hold the Mortgaged Property (subject to any conditions in the Opinion of

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans. The Master Servicer shall foreclose upon or otherwise comparably convert to ownership Mortgaged Properties securing defaulted such of the Mortgage Loans as come into and continue in default when, in the opinion of the Master Servicer based on normal and usual upon the practices and proceduresprocedures referred to in the following sentence, no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. If ; provided that if the Master Servicer has actual knowledge or reasonably believes that any Mortgaged Property is affected by hazardous or toxic wastes or substances and that the acquisition of the such Mortgaged Property would not be commercially reasonable, then the Master Servicer will not cause the Trust to acquire title to the such Mortgaged Property in a foreclosure or similar proceeding. In connection with such foreclosure or other conversion, the Master Servicer shall follow such practices (including, in the practices case of any default on a related senior mortgage loan, the advancing of funds to correct such default) and procedures as it deems appropriate shall deem necessary or advisable and that are as shall be normal and usual in its general mortgage servicing activities, including advancing funds . The foregoing is subject to correct a default on a related senior mortgage loan. However, the proviso that the Master Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the correction of any default on a related senior mortgage loan or restoration of any property unless it determines shall determine that the such expenditure will increase Net Liquidation Proceeds. If 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 issued to the Indenture Trustee, or to its nominee on behalf of Noteholders. The Master Servicer shall dispose of the Mortgaged Property as soon as practicable in a manner that maximizes its Liquidation ProceedsCertificateholders. The Master Servicer, in its sole discretion, may shall have the right to purchase for its own account from the Trust any Mortgage Loan that which is 151 91 days or more delinquentdelinquent at a price equal to the purchase price described below. The price for any Mortgage Loan purchased hereunder (which shall be 100% of its Asset Balance plus accrued interest on it at calculated in the applicable Loan Rate from the date through which interest was last paid by the related mortgagor to the first day of the month same manner set forth in which the purchase price is to be distributed to the Noteholders. The purchase price Section 2.02) shall be deposited in the Collection Account. The Master Servicer may only exercise this right on or before Account and the penultimate day of the calendar month in which the Mortgage Loan became 151 days delinquent. Any delinquent Mortgage Loan that becomes current but thereafter again becomes 151 days or more delinquent may be purchased by the Master Servicer pursuant to this Section. Upon Trustee, upon receipt of a certificate from the Master Servicer in the form of Exhibit D___ hereto, the Indenture Trustee shall release or cause to be released to the Master Servicer the related Mortgage File and shall execute and deliver any such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the purchaser of the such Mortgage Loan any Mortgage Loan released to it pursuant hereto and the Master Servicer shall succeed to all the TrustTrustee's right, title and interest in the and to such Mortgage Loan and all related security and documentsdocuments related thereto. This Such assignment shall be an assignment outright and not for security. The Master Servicer shall then thereupon own the such Mortgage Loan, and all security and documents, free of any further obligation to the Trust, the Owner Trustee, the Indenture Trustee, the Credit Enhancer, the Transferor, Enhancer or the Noteholders Certificateholders with respect to itthereto.