Common use of Foreclosed Property Clause in Contracts

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Mortgaged Property as a Foreclosed Property and were to own and operate the such Mortgaged Property in a manner consistent with the manner in which the Mortgaged Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Property Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such the Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such the Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such the Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such the Property Manager with a Successor Property Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(viii). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). 256 Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(d)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the highest corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its good faith and reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be 270 considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesLoan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account 209 and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. 233 In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesLoan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all Pv Notwithstanding any other provision of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Propertythis Agreement, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire not rent, lease, or hold otherwise earn income on behalf of the Trust Fund and/or the Trust REMIC with respect to any Foreclosed Property which might cause such Foreclosed Property if it determinesto fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code (without giving effect to the final sentence thereof) or, except as authorized by this Section, result in its reasonable judgment the receipt by the Trust REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" which is subject to tax under the REMIC Provisions unless the Trustee and the Servicer have been supplied with an Opinion of Counsel (after, consultation with counsel, at the expense of the Trust)Trust REMIC) to the effect that, that either (i) there is a commercially feasible alternative method of administering such under the REMIC Provisions and any relevant proposed legislation, any income generated for the Trust REMIC by the Foreclosed Property that would not result in such tax, e.g., the imposition of a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to tax upon the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent ContractorREMIC. If, after making consultation with tax counsel, which shall be outside counsel knowledgeable of the issues occurring in the practice of securitization and reasonably acceptable to the Servicer, the Servicer in good faith believes that the aggregate amount recoverable by Certificateholders (net of all related expenses including taxes) with respect to a Foreclosed Property if the Trust REMIC actually incurs a tax as described in the foregoing reasonable effortsparagraph exceeds the aggregate amount that would be recoverable by Certificateholders if the Foreclosed Property is operated so as to avoid such taxes, the Special Servicer determines that it is in may, upon delivery to the best interests Trustee of an Officer's Certificate specifying the Trust Interest Owners on a net after tax basis to reasons for its conclusions, operate the Foreclosed Property in a manner that gives rise to such a tax, provided that such operation does not adversely affect the Lower-Tier continuing status of the Trust REMIC or Upper-Tier as a REMIC shall receive, based upon an Opinion of Counsel, “net for federal income from foreclosure property” under the REMIC Provisionstax purposes as evidenced by a Nondisqualification Opinion, the Special Servicer expense of which shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)applicable property. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the any Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Loan Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the 237 Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a the Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Property Management Agreement or replace such Property Manager with a Successor 241 Manager (as appropriate and to the extent permitted under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Interest Owners Note) on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, 238 consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and any Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of 242 the income derived in the Lower-Tier Trust REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier Trust REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier Trust REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: