Common use of Title to REO Property; REO Account Clause in Contracts

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.163.14. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master ServicerAdministrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier an Adverse REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC Event to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingoccur. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Collection Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which within two years after the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the Holders of the Class UH5 Certificates, in the case of the Trust Pari Passu Companion Loan, on behalf of the Holders of the related Class of Subordinate Loan-Specific Certificates, in the case of a Trust Subordinate Companion Loan, or the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier any Trust REMIC or cause the Upper-Tier REMIC or the Lower-Tier any Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderTrust, shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier any Trust REMIC or cause the Upper-Tier REMIC or the Lower-Tier any Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Regular Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders andBondholders. In accordance with Section 3.18, if applicable, on behalf and subject to all applicable terms and conditions of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Indenture, the Special Servicer, on behalf of the Trust Fund Bondholders and, if applicablesubject to the lien of the Indenture, the related Serviced Companion NoteholderIssuer, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund [as promptly as possible within a commercially reasonable time period] [within two years after any REMIC Pool acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund such REMIC Pool of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any REMIC or the Lower-Tier REMIC Pool or cause the Upper-Tier any REMIC or the Lower-Tier REMIC Pool to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingBonds are Outstanding. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of such sentence, the immediately preceding sentenceSpecial Servicer shall act diligently and prudently to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)a Servicing Advance.]

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property (other than any REO Property related to any Non-Serviced Loan) is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee nominee, on behalf of the Certificateholders and, if applicablea Serviced Whole Loan is affected, on behalf of the related Companion HoldersLoan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property with respect (other than any REO Property related to a any Non-Serviced Mortgage Loan is excluded for all purposes Loan), in accordance with the terms of this Section 3.16Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Serviced Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Holder), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out Trust's beneficial interest in a Mortgaged Property acquired under any Non-Serviced Loan Servicing Agreement, the Special Servicer shall coordinate with the applicable special servicer with respect to any REO Extension on behalf of the Certificate Account pursuant to Section 3.05(a).REMIC I.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and on behalf of the related B Loan Holder if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation Trustee under this Agreement (and consistent with customary servicing procedures, and otherwise, in for the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf benefit of the related Companion Holders. B Loan Holder if such REO Property with respect is related to a Non-Serviced Mortgage an A/B Loan is excluded for all purposes of this Section 3.16Pair). The Special Servicer, on behalf of the Trust Fund and, if applicable, (and for the benefit of the related Serviced Companion NoteholderB Loan Holder if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18(d) and, in any event, by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier result in an Adverse REMIC Event with respect to either Trust REMIC or an Adverse Grantor Trust Event with respect to the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingGrantor Trust. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis within a customary and normal time frame for the sale of comparable properties. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of paid by and reimbursable to the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer as a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier either Trust REMIC or cause the Upper-Tier REMIC or the Lower-Tier either Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable(and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and, to the extent applicable, the related Companion Serviced B Note Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16). The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and, if to the extent applicable, the related Serviced Companion NoteholderB Note Holders), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest Certificates are outstanding or Certificate is outstandingcause any REMIC that holds a Serviced B Note to fail to qualify as a REMIC. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or 172 obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a the Non-Serviced Mortgage Loan Loans is excluded for all purposes of this Section 3.16; provided, that the Trustee shall cooperate with the special servicer under the applicable Non-Serviced Pooling Agreement in obtaining an REO Extension (as defined below) with respect to a Non-Serviced Mortgage Loan. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderHolders, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Grace Building Companion NoteholderNoteholders, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or, insofar as a Grace Building Senior Companion Note is then included in a commercial mortgage securitization trust with respect to the whole or any portion of which a REMIC election has been or will be made, such whole or portion under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC or, insofar as a Grace Building Senior Companion Note is then included in a commercial mortgage securitization trust with respect to the whole or any portion of which a REMIC election has been or will be made, such whole or portion to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate Certificate, or any security issued by such a commercial mortgage securitization trust, is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders, or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by the Special Servicer shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later applies, more than sixty (60) days prior to the close expiration of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) such liquidation period, and such extension is granted or is not denied (or, pursuant to IRS regulations, deemed to have been granted) an extension of time (an “REO Extension”) by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the imposition Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such the subject REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders (and, if applicablein the case of the Companion Loan, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Lender). The Special Servicer, on behalf of the Trust Fund (and, if applicablein the case of the Mesa Grande Loan Group, the related Serviced Certificateholders, in respect of the portion allocable to the Mesa Grande Loan and the Companion NoteholderLender, in respect of the portion allocable to the Companion Loan), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account Mortgage Loan Subaccount pursuant to Section 3.05(a3.05(b).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property (other than any REO Property related to any Non-Serviced Loan) is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee nominee, on behalf of the Certificateholders and, if applicablea Whole Loan is affected, on behalf of the related Companion HoldersLoan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property with respect (other than any REO Property related to a any Non-Serviced Mortgage Loan is excluded for all purposes Loan), in accordance with the terms of this Section 3.16Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Holder), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out Trust's beneficial interest in a Mortgaged Property acquired under any Non-Serviced Loan Pooling and Servicing Agreement, the Special Servicer shall coordinate with the applicable special servicer with respect to any REO Extension on behalf of the Certificate Account pursuant to Section 3.05(a).REMIC I.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders andCertificateholders, and if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderLower-Tier REMIC, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier REMIC or Code) of the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the UpperLower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee, its nominee, or to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall use its reasonable best efforts to sell any REO Property in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) end of the Code, year of its acquisition unless the Special Servicer either (i) applies for the Trustee, has been granted an extension of time no later than (an "REO Extension") (which extension shall be applied for at least sixty (60) days prior to the close expiration of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”specified above) by the Internal Revenue Service to sell such REO Property in which case the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than the period specified above as such REO Extension permits or (ii) obtains for the TrusteeSpecial Servicer seeks and subsequently receives, at the Certificate Administrator and expense of the Master Servicer Trust, an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such period specified above after its acquisition occurred will not cause result in the imposition of taxes on "prohibited transactions" of a tax on REMIC, as defined in Section 860F(a)(2) of the Upper-Tier REMIC or the Lower-Tier REMIC Code, or cause any of the Upper-Tier CML Loan REMIC, the ED Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or Trustee has not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such received an REO Extension or such Opinion of CounselCounsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall before the end of such period or extended period, as the case may be. Any expense incurred by , auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 3.18; and provided, further that if the Special Servicer in connection with its being granted the intends to bid on any REO Extension contemplated by clause Property, (i) the Special Servicer shall notify the Trustee of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause such intent, (ii) of the second preceding sentenceTrustee or its agent shall promptly obtain, shall be an at the expense of the Trust Fund payable out an Appraisal of such REO Property and (iii) the Certificate Account pursuant to Section 3.05(a)Special Servicer shall not bid less than the greater of (a) the fair market value set forth in such Appraisal or (b) the Purchase Price.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of the Loan REMIC, REMIC I or the Lower-Tier REMIC II or cause any of the Upper-Tier Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by -155- the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable(and with respect to the Xxxxxxxx Fashion Center A/B Loan, on behalf of the related Certificateholders and the Xxxxxxxx Fashion Center Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16). The Special Servicer, on behalf of the Trust Fund and(and with respect to the Xxxxxxxx Fashion Center A/B Loan, if applicable, on behalf of Certificateholders and the related Serviced Xxxxxxxx Fashion Center Companion NoteholderHolders), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest Certificates are outstanding or Certificate is outstandingcause any REMIC that holds a Xxxxxxxx Fashion Center Companion Loan to fail to qualify as a REMIC. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the 152 immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and on behalf of the related B Loan Holder if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation Trustee under this Agreement (and consistent with customary servicing procedures, and otherwise, in for the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf benefit of the related Companion Holders. B Loan Holder if such REO Property with respect is related to a Non-Serviced Mortgage an A/B Loan is excluded for all purposes of this Section 3.16Pair). The Special Servicer, on behalf of the Trust Fund and, if applicable, (and for the benefit of the related Serviced Companion NoteholderB Loan Holder if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18(d) and, in any event, by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier result in an Adverse REMIC Event with respect to either Trust REMIC or an Adverse Grantor Trust Event with respect to the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingGrantor Trust Pool. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis within a customary and normal time frame for the sale of comparable properties. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of paid by and reimbursable to the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer as a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderTrust, shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later applies, more than sixty (60) 60 days prior to the close expiration of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) such liquidation period, and such extension is granted or is not denied an extension of time (an “REO Extension”) by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Loan Pair, if applicable, on behalf of the related Serviced Companion NoteholderLoan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion -77- of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701 3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Loan Pair, if applicable, on behalf of the related Serviced Companion NoteholderLoan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund and, if applicable, acquires the related Companion Loan Noteholders ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) This Section shall apply only to REO Property acquired for the account of the Trust Fund, and shall not apply to any REO Property relating to a Mortgage Asset which was repurchased from the Trust Fund pursuant to any provision hereof. If title to any Mortgaged such REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which within two years after the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for the Internal Revenue Service grants an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property property or (ii) the Servicer obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of CounselCounsel (the cost of which shall be an Extraordinary Expense), addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on the Upper-Tier REMIC Trust Fund or cause the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If The Servicer shall manage, conserve, protect and operate each REO Property for the Special Servicer Certificateholders 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 or result in the receipt by the Trust Fund of any "income from non- permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is granted or not denied subject to taxation under the REO Extension contemplated by REMIC Provisions. Any extension referred to in clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred be requested by the Special Servicer in connection with its being granted at least 60 days before the REO Extension contemplated by clause (i) of day on which the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)two-year grace period would otherwise expire.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property (other than the Great Lakes Crossing Mortgaged Property Property) is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and on behalf of the related B Loan Holder and the Washington Center Junior Holders if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties (other than the Great Lakes Crossing Mortgaged Property) pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation Trustee under this Agreement (and consistent with customary servicing procedures, and otherwise, in for the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf benefit of the related Companion Holders. B Loan Holder and the Washington Center Junior Holders if such REO Property with respect is related to a Non-Serviced Mortgage an A/B Loan is excluded for all purposes of this Section 3.16Pair). The applicable Special Servicer, on behalf of the Trust Fund and, if applicable, (and for the benefit of the related Serviced Companion NoteholderB Loan Holder and the Washington Center Junior Holders if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause the imposition of a tax on result in an Adverse REMIC Event with respect to the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or cause the Upper-Tier 622 Third Avenue Loan REMIC or an Adverse Grantor Trust Event with rexxxxx xx xxx Xxxntor Trust. Regardless of whether the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the applicable Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel (which Opinion of Counsel, if the subject REO Property is the Mortgaged Property that secures the 622 Third Avenue Loan or the Washington Center Loan, shall not be payxxxx xx xx xxxx amounts otherwise distributable to the related B Loan or any Washington Center Junior Holder) contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Bank of America Plaza Companion Noteholder, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a any Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16; provided that the Trustee shall cooperate with the JPMCC 2007-LDP11 Special Servicer under the JPMCC 2007-LDP11 Pooling and Servicing Agreement in obtaining an REO Extensiox (xx xxxxxxx xxxxw) with respect to a Non-Serviced Mortgage Loan. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderHolders, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or any Loan REMIC or cause the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or any Loan REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence sentence, or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than [__] days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Master Servicer. In the case of the Trust Fund payable out of Fund's beneficial interest in the Certificate Account Mortgaged Property acquired by the [__________] Trustee pursuant to the [__________] Pooling and Servicing Agreement, the Special Servicer shall coordinate with the [__________] Special Servicer with respect to any REO Extension on behalf of REMIC I. Except for the preceding sentence, for purposes of this Section 3.05(a)3.16, "REO Property" does not include the Trust Fund's beneficial interest in the Mortgaged Property securing the [__________] Loan.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders andCertificateholders, and if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier REMIC or Code) of the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the UpperLower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of the RREEF Textron Mortgaged Property, also the RREEF Textron B-Note Holder), or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (in the case of an REO Property related to Mortgage Loan other than the RREEF Textron Mortgage Loan) or at the expense of the Trust and the RREEF Textron B-Note Holder (in the case of an REO Property related to the RREEF Textron Mortgage Loan Pair; it being the intention that the RREEF Textron B-Note Holder bear such expense prior to the Trust) for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The applicable Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such the related REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such subject REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell 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, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Paying Agent and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee, its nominee, or to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall use its reasonable best efforts to sell any REO Property in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) end of the Code, year of its acquisition unless the Special Servicer either (i) applies for the Trustee, has been granted an extension of time no later than (an "REO Extension") (which extension shall be applied for at least sixty (60) days prior to the close expiration of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”specified above) by the Internal Revenue Service to sell such REO Property in which case the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than the period specified above as such REO Extension permits or (ii) obtains for the TrusteeSpecial Servicer seeks and subsequently receives, at the Certificate Administrator and expense of the Master Servicer Trust, an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such period specified above after its acquisition occurred will not cause result in the imposition of taxes on "prohibited transactions" of a tax on REMIC, as defined in Section 860F(a)(2) of the Upper-Tier REMIC or the Lower-Tier REMIC Code, or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or Trustee has not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such received an REO Extension or such Opinion of CounselCounsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall before the end of such period or extended period, as the case may be. Any expense incurred by , auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 3.18; and provided, further that if the Special Servicer in connection with its being granted the intends to bid on any REO Extension contemplated by clause Property, (i) the Special Servicer shall notify the Trustee of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause such intent, (ii) of the second preceding sentenceTrustee or its agent shall promptly obtain, shall be an at the expense of the Trust Fund payable out an Appraisal of such REO Property and (iii) the Certificate Account pursuant to Section 3.05(a)Special Servicer shall not bid less than the greater of (a) the fair market value set forth in such Appraisal or (b) the Purchase Price.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee, its nominee, or to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall use its reasonable best efforts to sell any REO Property in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) end of the Code, year of its acquisition unless the Special Servicer either (i) applies for the Trustee, has been granted an extension of time no later than (an "REO Extension") (which extension shall be applied for at least sixty (60) days prior to the close expiration of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”specified above) by the Internal Revenue Service to sell such REO Property in which case the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than the period specified above as such REO Extension permits or (ii) obtains for the TrusteeSpecial Servicer seeks and subsequently receives, at the Certificate Administrator and expense of the Master Servicer Trust, an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such period specified above after its acquisition occurred will not cause result in the imposition of taxes on "prohibited transactions" of a tax on REMIC, as defined in Section 860F(a)(2) of the Upper-Tier REMIC or the Lower-Tier REMIC Code, or cause any of the Upper-Tier CML Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or Trustee has not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such received an REO Extension or such Opinion of CounselCounsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall before the end of such period or extended period, as the case may be. Any expense incurred by , auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 3.18; and provided, further that if the Special Servicer in connection with its being granted the intends to bid on any REO Extension contemplated by clause Property, (i) the Special Servicer shall notify the Trustee of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause such intent, (ii) of the second preceding sentenceTrustee or its agent shall promptly obtain, shall be an at the expense of the Trust Fund payable out an Appraisal of such REO Property and (iii) the Certificate Account pursuant to Section 3.05(a)Special Servicer shall not bid less than the greater of (a) the fair market value set forth in such Appraisal or (b) the Purchase Price.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property (other than any REO Property related to the Fashion Show Mall Mortgage Loan) is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Noteholders), shall sell any REO Property prior (other than any REO Property related to the close Fashion Show Mall Mortgage Loan) by the end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged an REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any such REO Property prior to by the close end of the third calendar year following the year (or in the case of a "qualified healthcare property" within the meaning of Section 856(e)(6) of the Code, the second calendar year) in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either either: (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by ------------- the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer Tax Administrator an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master ServicerTax Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or in the case of a "qualified healthcare property" within the meaning of Section 856(e)(6) of the Code, the second calendar year) following the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Pool as defined in Section 860F of the Lower-Tier REMIC Code or cause the Upper-Tier REMIC or the Lower-Tier REMIC Pool to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such the REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of ---------- Counsel contemplated by clause (ii) of the second preceding sentence, shall be ----------- an expense of the Additional Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Expense.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar year following the year in which within two years after the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator Trustee and the Master Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee, the Certificate Administrator Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), 117 Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderTrust, shall sell any REO Property prior to by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable(and with respect to the Serviced Whole Loan, on behalf of the Certificateholders and, to the extent applicable, the related Serviced Companion Loan Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16). The Special Servicer, on behalf of the Trust Fund (and with respect to the Serviced Whole Loan, on behalf of Certificateholders and, if to the extent applicable, the related Serviced Companion NoteholderLoan Holders), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest Certificates are outstanding or Certificate is outstandingcause any REMIC that holds a Serviced Companion Loan to fail to qualify as a REMIC. If 163 the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property (other than any REO Property related to any Non-Serviced Loan) is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee nominee, on behalf of the Certificateholders and, if applicablea Serviced Whole Loan is affected, on behalf of the related Companion HoldersLoan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property with respect (other than any REO Property related to a any Non-Serviced Mortgage Loan is excluded for all purposes Loan), in accordance with the terms of this Section 3.16Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund and(and in the case of a Serviced Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Holder), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out Trust's beneficial interest in a Mortgaged Property acquired under any Non-Serviced Loan Pooling Agreement, the Special Servicer shall coordinate with the applicable special servicer with respect to any REO Extension on behalf of the Certificate Account pursuant to Section 3.05(a).REMIC I.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders and if a Whole Loan is affected, the related Companion Loan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.16Agreement. The Special Servicer, on behalf of the Trust Fund (and, if applicablein the case of a Whole Loan, on behalf of the related Serviced Companion NoteholderLoan Holder), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to REMIC I or REMIC II. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, and if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Special Servicer and the Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) on either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (and thus becomes REO Property)acquired, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16Certificateholders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion NoteholderFund, shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for is granted an extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer Trustee an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator Trustee and the Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Collection Account pursuant to Section 3.05(a).