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 (directly or through a single member limited liability company established for that purpose) 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 3.14. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. 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 payable out of the Collection Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Code or cause an Adverse REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than ___ days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to any REMIC 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 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later applies, more than sixty (60) days prior to the close expiration of the third calendar such two year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) period, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate REMIC Administrator, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close second anniversary of such acquisition will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of any of REMIC I, REMIC II or REMIC III or cause an Adverse any of REMIC EventI, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates 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 payable out of the Collection Account pursuant to Section 3.05(a)a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause an Adverse REMIC EventI, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any 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 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 Trust payable out of the Collection Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 a Loan Combination, also the related Companion Loan Holder(s)), 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 (or, in the case of any REO Property related to a Mortgage Loan that is part of a Loan Combination, the Trust and the related Companion Loan Holder(s)) 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor 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 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires for cash within two years after 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of such acquisition will not result in the imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code or cause an Adverse REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 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 Trust Fund payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the day on which the two-year grace period would otherwise expire.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 Subordinate Companion Loan 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 3.14. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Subordinate Companion NoteholderLoan Holders, 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 a qualifying 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-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 and Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of either of REMIC I or REMIC II or cause an Adverse either of REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event is excluded for all purposes of this Section 3.143.16; provided that the Trustee shall cooperate with the BACM 2007-3 Special Servicer in obtaining an REO Extension (as defined below) with respect to the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event. 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 a qualifying an extension of time no later than sixty (60) 60 days prior to the close of the third calendar year following the year in which it acquired acquires ownership (or the period provided in the then-then applicable REMIC Provisions) and such extension is granted or is not denied (the period provided in the applicable Treasury Regulations, an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator Master Servicer an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor 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 applies for the REO Extension contemplated by clause (i) of the immediately preceding sentence and such REO Extension is granted or is not denied, 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 Collection applicable Certificate Account pursuant to Section 3.05(a). In the case of the Trust Fund's beneficial interest in any REO Property acquired by the BACM 2007-3 Trustee under the BACM 2007-3 Pooling Agreement after the JQH Hotel Portfolio Servicing Transfer Event, the Special Servicer shall coordinate with the BACM 2007-3 Special Servicer with respect to any REO Extension on behalf of the Trust Fund.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Holder. The Special Servicer, on behalf of the Trust 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 a qualifying 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 and the Certificate Administrator Servicer an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorServicer, 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 result in the imposition of taxes on "prohibited transactions" of the Trust Fund, the Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause an Adverse the Loan REMIC, the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) 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 UHP Certificates, in the case of the Trust 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 3.143.16. 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 a qualifying 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-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 and Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on any Trust REMIC Eventor cause 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying an extension of time no later than sixty (60) 60 days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then-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 Trustee, the Paying Agent and the Certificate Administrator Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying 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 and the Certificate Administrator Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee and the Certificate AdministratorServicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to such third anniversary of such acquisition will not result in the close imposition of taxes on "prohibited transactions" of the third calendar year following Trust Fund or the year Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in which acquisition occurred will not Section 860F of the Code or cause an Adverse either the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a the Non-Serviced Mortgage Loan Loans is excluded for all purposes of this Section 3.143.16. 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate Administratorapplicable 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 an Adverse the imposition of a tax on the Upper-Tier REMIC, the Middle-Tier REMIC Eventor 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 Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust (and, if applicablein the case of the Serviced Whole Loan, on behalf of the related Serviced Companion NoteholderOne Stamford Forum Note B Holder), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust acquires and, if applicable, the One Stamford Forum Note B 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to either of REMIC I or REMIC II. 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorServicer, 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 result in the imposition of taxes on "prohibited transactions" of the Trust Fund, the Loan REMIC, Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause an Adverse the Loan REMIC, Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator Paying Agent an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of either REMIC I or REMIC II or cause an Adverse either REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in accordance with the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes terms of this Section 3.14Agreement 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 (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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to either of REMIC I or REMIC II. 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 and the Trustee as holder of the related Companion Holders, in Loan REMIC Regular Interests and 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 3.14REMIC I Regular Interests. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee Trustee, and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following beginning after the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of the Loan REMICs, REMIC I, REMIC II, REMIC IIU or REMIC III as defined in Section 860F of the Code or cause an Adverse either of the Loan REMICs, REMIC EventI, REMIC II, REMIC IIU or REMIC III to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a)3.05(a)~ Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying 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 and the Certificate Administrator Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee and the Certificate AdministratorServicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of such acquisition will not result in the imposition of taxes on "prohibited transactions" of the third calendar year following Trust Fund or the year Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in which acquisition occurred will not Section 860F of the Code or cause an Adverse either the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, the deed or certificate of sale shall be issued in to the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing proceduresTrustee, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicablenominee, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 an extension of time (an “"REO Extension”") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust 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 EventEvent with respect to any REMIC 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 such sentence, the immediately preceding sentenceSpecial 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 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, shall be an expense of the Trust payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced the Houston Galleria Mortgage Loan is excluded for all purposes of this Section 3.143.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced CenterPoint I Companion Noteholder, Noteholders 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor the Lower-Tier REMIC or, insofar as a CenterPoint I 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 the CenterPoint I 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 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 each Serviced Whole Loan, on behalf of the Certificateholders and, to the extent applicable, the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Loan Holders or Serviced Mortgage Loan is excluded for all purposes of this Section 3.14B Note Holders). The Special Servicer, on behalf of the Trust Fund (and with respect to each Serviced Whole Loan, on behalf of Certificateholders and, if to the extent applicable, the related Serviced Companion NoteholderLoan Holders or Serviced B 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 acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), 179 Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorSpecial 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 acquisition occurred such period will not (subject to Section 10.01(f)) result in the imposition of taxes on "prohibited transactions" of REMIC L, REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause an Adverse REMIC EventL, REMIC I, REMIC II or 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 Certificates are outstanding or cause any REMIC that holds a Serviced Companion Loan or 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 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) 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 ESK Certificates, in the case of the ESK 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 3.143.16. 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 a qualifying 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-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 and Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on any Trust REMIC Eventor cause 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.143.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorMaster 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate Tax Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Tax Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of any REMIC Pool as defined in Section 860F of the Code or cause an Adverse any REMIC EventPool to fail to qualify as a REMIC at any time that any 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 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 Trust payable out of the Collection Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of either REMIC I or REMIC II or cause an Adverse either REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Code or cause an Adverse REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of either of REMIC I or REMIC II or cause an Adverse either of REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of Fund’s beneficial interest in the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Holder. The Special Servicer, on behalf of the Trust 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 Lower-Tier REMIC or applicable Loan 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorServicer, to the effect that the holding by the Trust Lower-Tier REMIC or applicable Loan REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the Code) of such Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause an Adverse such Loan REMIC, the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 a Partitioned Mortgage Loan, also the related Junior Interest Holder(s)), 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 (or, in the case of any REO Property related to a Mortgage Loan that is part of a Partitioned Mortgage Loan, the Trust and the related Junior Interest Holders; it being the intention that any related Junior Interest 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 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor 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 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following beginning after the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Code or cause an Adverse REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 the end of the third calendar year beginning after the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year beginning after the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion NoteholderFund, shall sell any such 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 related ED Loan REMIC, 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 a qualifying extension of time no later for, more than sixty (60) 60 days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust any ED Loan REMIC or REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of any ED Loan REMIC, REMIC I or REMIC II or cause an Adverse any ED Loan REMIC, REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 applicable 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 a 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The applicable Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion NoteholderTrust, 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 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 a qualifying 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”EXTENSION") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 result in an Adverse REMIC EventEvent with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. If Regardless of whether the applicable Special Servicer applies for or is granted or not denied the REO Extension contemplated by clause CLAUSE (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause 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 CLAUSE (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 the Companion Holder, as their interests shall appear. For the avoidance of the related Companion Holdersdoubt, in the case of a Serviced Companion Loan. REO Property with respect to a Nonthe X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans is excluded for all purposes of from this Section 3.143.16. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion NoteholderFund, shall sell any such 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Co-Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by REMIC I or the Trust Four Seasons Resort and Club - Dallas, TX Loan REMIC of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the third calendar year following Code) of any of the year in which acquisition occurred will not Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II or cause an Adverse of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of Fund’s beneficial interest in the Collection Account Mortgaged Property acquired by the X.X. Xxxxxx 2006-LDP8 Trustee pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or by the 2006-C27 Trustee pursuant to the 2006-C27 Pooling and Servicing Agreement, as the case may be, the Special Servicer shall coordinate with the X.X. Xxxxxx 2006-LDP8 Special Servicer and the 2006-C27 Special Servicer, as the case may be, 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 X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the Mortgaged Property securing the 2006-C27 Serviced Mortgage Loans.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 applicablesuch REO Property relates to a Mortgage Loan Combination, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage B Loan is excluded for all purposes of this Section 3.14Holder. The Special Servicer, on behalf of the Trust and, if applicablesuch REO Property relates to a Mortgage Loan Combination, on behalf of the related Serviced Companion NoteholderB Loan Holder, 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 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 a qualifying 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, for 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to either REMIC Pool or an Adverse Grantor Trust Event with respect to Grantor Trust V-1. 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 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 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 preceding sentence, above shall be an expense of the Trust Fund (or, if applicable, the Trust Fund and any affected B Loan Holder) payable out of the Collection Account pursuant to Section 3.05(a3.05 (or, if applicable, out of the related Mortgage Loan Combination Custodial Account pursuant to Section 3.04) first from REO Proceeds, and then from general collections in the Collection Account (in which case such expense shall be reimbursable to the Trust from Liquidation Proceeds received with respect to the REO Loan).

Title to REO Property; REO Account. (a) If In the event that title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyby the Trust in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued in to the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing proceduresTrust, and otherwise, in the name of the Trustee or to 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 3.14nominees. The Special Servicer, on behalf of the Trust 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 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 a qualifying the Trustee, has been granted an extension of time no later than sixty (60an "REO Extension") (which extension shall be applied for at least 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 Net Present Value for such period longer than the period specified above as such REO Extension permits or (ii) obtains for the Trustee Special Servicer seeks and subsequently receives, at the Certificate Administrator an expense of the Trust, a Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorSpecial Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close period specified above after its acquisition will not result in the imposition of taxes on "prohibited transactions" of a REMIC, as defined in Section 860F(a)(2) of the third calendar year following the year in which acquisition occurred will not Code, or cause an Adverse any Loan REMIC Eventor Trust REMIC to fail to qualify as a REMIC at any time that any 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 shall promptly obtain, shall be an at the expense of the Trust payable out an Appraisal of such REO Property and (iii) the Collection Account pursuant to Section 3.05(a)Special Servicer shall not bid less than the fair market value set forth in such Appraisal.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 the Companion Holder, as their interests shall appear. For the avoidance of the related Companion Holdersdoubt, in the case of a Serviced Companion Loan. REO Property except with respect to a the last sentence of this Section 3.16(a), REO Properties with respect to the Non-Serviced Mortgage Loan is Loans are excluded for all purposes of from this Section 3.143.16. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion NoteholderFund, shall sell any such 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 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 a qualifying extension of time no later for, more than sixty (60) 60 days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the third calendar year following the year in which acquisition occurred will not Code) of either of REMIC I or REMIC II or cause an Adverse either of REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of Fund's beneficial interest in the Collection Account Mortgaged Property acquired by the related Non-Serviced Trustee pursuant to Section 3.05(a).the related Non-Serviced Pooling and Servicing Agreement, the Special Servicer shall coordinate with the related Non-Serviced Special Servicer with respect to any REO Extension on behalf of REMIC I.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause an Adverse REMIC EventI, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 HoldersHolder, 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 3.14as their interests shall appear. The Special Servicer, on behalf of the Trust 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 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 a qualifying extension of time no later for, more than sixty (60) days prior to the close end of the such third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) succeeding year, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by REMIC I or the Trust Component Loan REMIC of such REO Property subsequent to the close end of such third succeeding year will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the third calendar year following Code) of any of the year in which acquisition occurred will not Component Loan REMIC, REMIC I or REMIC II or cause an Adverse any of the Component Loan REMIC, REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, the deed or certificate of sale shall be issued in to the name Trustee for the benefit 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion NoteholderFund, shall sell any REO Property prior to the close of the third calendar taxable year following the taxable year in which the Trust acquires of acquisition by REMIC I of 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 a qualifying extension of time no later applies, more than sixty (60) days prior to the close expiration of the third calendar such three year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) period, and such extension is granted or is not denied an extension of time (an “"REO Extension”") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Certificate AdministratorMaster Servicer, to the effect that the holding by the Trust REMIC I of such REO Property subsequent to for more than three years after the close end of the third calendar taxable year following the year in which of such acquisition occurred will not result in the imposition of taxes on "prohibited transactions" (as defined in Section 860F of the Code) of any of REMIC I, REMIC II or REMIC III or cause an Adverse any of REMIC EventI, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying 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 and the Certificate Administrator Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee and the Certificate AdministratorServicer, 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 result in the imposition of taxes on "prohibited transactions" of the Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause an Adverse either the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Code or cause an Adverse REMIC EventI or REMIC II to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 (other than any REO Property related to any Non-Serviced Mortgage Loan), 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust and(and in the case of a Serviced Whole Loan, if applicable, on behalf of the related Serviced Companion NoteholderLoan Holder(s)), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Mortgage Loan) by the close end of the third calendar year following the year in which the Trust acquires and, if applicable, the related Companion Loan Holder(s) 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to any of the Torre Mayor Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. 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 payable out Trust's beneficial interest in a Mortgaged Property acquired under the KinderCare Portfolio Pooling Agreement or the Torre Mayor Pooling Agreement, the Special Servicer shall coordinate with the applicable special servicer with respect to any REO Extension on behalf of the Collection Account pursuant to Section 3.05(a)Torre Mayor Loan REMIC or REMIC I, as applicable.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced the 599 Lexington Avenue Mortgage Loan is excluded for and the AmeriCold Portfolio Mortgage Xxxx xx xxxxxxxx xxr all purposes of this Section 3.143.16. The Special Servicer, on behalf of the Trust 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate Administratorapplicable 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 an Adverse the imposition of a tax on the Upper-Tier REMIC Eventor 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 Collection Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust 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 a qualifying 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 and the Certificate REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate REMIC Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close end of the third calendar year following beginning after the year in which such acquisition occurred occurred, will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II, REMIC IIU or REMIC III as defined in Section 860F of the Code or cause an Adverse REMIC EventI, REMIC II, REMIC IIU or REMIC III to fail to qualify as a REMIC at any time that any 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 three years following the year that such property was acquired, as is permitted by such 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 Trust payable out of the Collection Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property.

Title to REO Property; REO Account. (a) If title to any Mortgaged REO Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders and the holders of the Class EC Regular Interests 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 EventEvent with respect to either of REMIC I or REMIC II. 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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 applicable 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 a 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, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of under this Section 3.14Agreement. The applicable Special Servicer, on behalf of the Trust 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 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 a qualifying 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 and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate AdministratorTrustee, to the effect that the holding by the Trust 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 result in an Adverse REMIC EventEvent with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. If Regardless of whether 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 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 payable out of the Collection 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 (directly or through a single member limited liability company established for that purpose) and thus becomes REO Propertyacquired, 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, 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 3.14Certificateholders. The Special Servicer, on behalf of the Trust 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 a qualifying 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 Trustee, the Paying Agent and the Certificate Administrator Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Certificate AdministratorServicer, 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 result in the imposition of taxes on "prohibited transactions" of the Trust Fund or the Loan REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause an Adverse any of the Loan REMIC, the Lower-Tier REMIC Eventor the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or 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 Collection Certificate Account pursuant to Section 3.05(a).