Common use of Title and Management of REO Properties and REO Accounts Clause in Contracts

Title and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property is acquired for the benefit of Certificateholders (and, in the case of the Loan Combination, the [_____] B Loan Noteholder) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case of the Loan Combination, the [_____] B Loan Noteholder). The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan Combination, the [_____] B Loan Noteholder), shall dispose of any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC or the Loan REMIC, as applicable, has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such REO Property within the applicable extension period or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund), addressed to the Special Servicer and the Trustee, to the effect that the holding by the Trust Fund of such REO Property for an additional specified period will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan Combination, the [_____] B Loan Noteholder), shall dispose of any REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.18 hereof. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders (and, in the case of the Loan Combination, the [_____] B Loan Noteholder) solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)).

Title and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property is acquired for the benefit of Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trustee, or its nominee (which shall not include the either Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders). The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Villas Parkmerced Loan REMIC or the Lower-Tier REMIC or the Loan REMIC, as applicable, has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such REO Property within the applicable extension period or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund; provided that with respect to the Villas Parkmerced Whole Loan, such expenses shall be allocated first to the Class VPM Certificates (and corresponding Class VPM Lower-Tier Regular Interests and the Villas Parkmerced Loan REMIC Regular Interests (other than the Class VPM-P Interest)) in reverse sequential order and second, to the extent such expense remains unpaid, to the Villas Parkmerced Pooled Trust Component), addressed to the Special Servicer and the Trustee, to the effect that the holding by the Trust Fund of such REO Property for an additional specified period will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.18 hereof. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)).

Title and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property is acquired for the benefit of Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders). The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any Serviced REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC or the Loan REMIC, as applicable, has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such Serviced REO Property within the applicable extension period or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust FundFund and, in the case of a Serviced Whole Loan, the related Mortgage Loan, or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the related Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their respective outstanding principal balance)), addressed to the Special Servicer and the Trustee, to the effect that the holding by the Trust Fund of such Serviced REO Property for an additional specified period will not cause such Serviced REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any Serviced REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions) by which such Serviced REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.18 hereof. In the case of the Trust Fund's beneficial interest in any REO Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement, the Special Servicer shall coordinate with the Other Special Servicer with respect to any REO extension on behalf of the Trust Fund. The Special Servicer shall manage, conserve, protect and operate each Serviced REO Property for the Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) solely for the purpose of its prompt disposition and sale in a manner which does not cause such Serviced REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)).

Title and Management of REO Properties and REO Accounts. (a) In the event that title to any Mortgaged Property is acquired for the benefit of Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trustee, or its nominee (which shall not include the either Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders). The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC or the Loan REMIC, as applicable, has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such REO Property within the applicable extension period or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund), addressed to the Special Servicer and the Trustee, to the effect that the holding by the Trust Fund of such REO Property for an additional specified period will not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders), shall dispose of any REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.18 hereof. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders (and, in the case of the Loan CombinationServiced Whole Loans, the [_____] B related Serviced Companion Loan NoteholderNoteholders) solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)). With respect to any REO Property with respect to the ShopKo Portfolio Mortgage Loan, the Special Servicer shall coordinate with the CGCMT 2006-C4 Special Servicer to ensure, including obtaining any applicable extension, that such REO Property shall be disposed of within the required time limits.