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

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and the related Serviced Companion Loan Holders). The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders), shall attempt to sell any REO Property prior to the close of the third taxable year of the Trust Fund following the taxable year in which ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of such period will not (subject to Section 10.01(f)) 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 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 to fail to qualify as a REMIC. If the Special Servicer is granted 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 170 Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any REO Mortgaged Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders Certificateholders. If, pursuant to Section 3.09(b), the Special Servicer formed or caused to be formed, at the expense of the Trust, a single member limited liability company (and of which the Trust is the sole member) for the purpose of taking title to one or more REO Properties pursuant to this Agreement, then the deed or certificate of sale with respect to any Serviced Whole Loansuch REO Property shall be issued to such single member limited liability company. The limited liability company shall be a manager-managed limited liability company, on behalf with the Special Servicer to serve as the initial manager to manage the property of the Certificateholders and limited liability company, including any applicable REO Property, in accordance with the related Serviced Companion Loan Holders)terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property prior to by the close end of the third taxable calendar year of the Trust Fund following the taxable calendar year in which the applicable REMIC Pool acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the end of such third succeeding year, for and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property is acquired or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Special Master Servicer, to the effect that the holding by the Trust Fund applicable REMIC Pool of such REO Property subsequent to the close end of such period third succeeding year will not (subject to Section 10.01(f)) 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 Code) of any REMIC Pool or cause any REMIC I, REMIC II or REMIC III Pool 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 the subject REO 170 Property within such longer liquidation 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, or for the creation of and the operating of a single member limited liability company, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Certificateholders. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property prior to the close of the third taxable year of the Trust Fund following the taxable year in which within two years after REMIC I acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Special Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of such period acquisition will not (subject to Section 10.01(f)) 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 as defined in Section 860F of the Code or cause any of 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such period longer liquidation period than two years as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Certificateholders. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders), Servicer shall attempt to sell any REO Property prior to by the close end of the third taxable calendar year of beginning after the Trust Fund following the taxable year in which the Trust acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Special ServicerREMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third 112 calendar year beginning after the year in which such period acquisition occurred, will not (subject to Section 10.01(f)) result in the imposition of taxes on "prohibited transactions" of REMIC I, I or REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, I or 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such period longer liquidation 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 Fund payable out of the Certificate Account pursuant to Section 3.05(a3.055(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 REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Certificateholders. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders), Servicer shall attempt to sell any REO Property prior to by the close end of the third taxable calendar year of beginning after the Trust Fund following the taxable year in which the Trust acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the Special ServicerREMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year beginning after the year in which such period acquisition occurred, will not (subject to Section 10.01(f)) 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 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such period longer liquidation 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 Fund payable out of the 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 REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its a nominee thereof on behalf of the Certificateholders (and with respect to any Serviced Whole Loanand, if applicable, on behalf of the Certificateholders Companion Holders. REO Property with respect to any Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16; provided that the Trustee shall cooperate with the JPMCC 2007-LDP11 Special Servicer under the JPMCC 2007-LDP11 Pooling and the related Servicing Agreement in obtaining an REO Extensiox (xx xxxxxxx xxxxw) with respect to a Non-Serviced Companion Loan Holders)Mortgage Loan. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loanand, on behalf of Certificateholders and if applicable, the related Serviced Companion Loan Holders), shall attempt to sell any REO Property prior to the close of the third taxable calendar year of following the year in which the Trust Fund following the taxable year in which acquires ownership of such REO Property is acquired 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) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the Master Servicer an Opinion of Counsel, addressed to the Trustee and the Special 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 period acquisition occurred will not (subject to Section 10.01(f)) result in cause the imposition of taxes a tax on "prohibited transactions" of the Upper-Tier REMIC, the Lower-Tier REMIC I, or any Loan REMIC II or REMIC III as defined in Section 860F of the Code or cause the Upper-Tier REMIC, the Lower-Tier REMIC I, or any Loan 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 Uncertificated Lower-Tier Interest or cause any REMIC that holds a Serviced Companion Loan to fail to qualify as a REMICCertificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence sentence, or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO 170 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 applicable Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loannominee, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Certificateholders. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Trust, shall attempt to sell any REO Property prior to by the close end of the third taxable calendar year of the Trust Fund following the taxable year in which the Trust acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property is acquired or (ii) obtains for the Trustee and the Tax Administrator an Opinion of Counsel, addressed to the Trustee and the Special ServicerTax Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such period acquisition occurred will not (subject to Section 10.01(f)) result in the imposition of taxes on "prohibited transactions" of an Adverse REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III Event with respect 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 to fail to qualify as a REMICPool. If Regardless of whether the Special Servicer applies for or is granted 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 170 Property within such longer liquidation 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 Fund payable out of the Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole and, in the case of the Companion Loan, on behalf of the Certificateholders and the related Serviced Companion Loan HoldersLender). The Special Servicer, on behalf of the Trust Fund (and with and, in the case of the Mesa Grande Loan Group, the Certificateholders, in respect of the portion allocable to any Serviced Whole Loan, on behalf of Certificateholders the Mesa Grande Loan and the related Serviced Companion Loan HoldersLender, in respect of the portion allocable to the Companion Loan), shall attempt to sell any REO Property prior to the close of the third taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of such period will not (subject to Section 10.01(f)) 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 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account Mortgage Loan Subaccount pursuant to Section 3.05(a3.05(b).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Certificateholders. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property prior to the close of the third taxable calendar year of following the year in which the Trust Fund following the taxable year in which acquires ownership of such REO Property is acquired 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) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the Servicer an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such period acquisition occurred will not (subject to Section 10.01(f)) result in the imposition of taxes on "prohibited transactions" of the Trust Fund or the Lower-Tier REMIC I, or the Upper-Tier REMIC II or REMIC III constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC I, or the Upper-Tier 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 Uncertificated Lower-Tier Interests or Certificates are outstanding or cause any REMIC that holds a Serviced Companion Loan to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loanand, on behalf of if applicable, the Certificateholders and the related Serviced Companion Loan Holders)Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third taxable year of the Trust Fund following the taxable calendar year in which REMIC I acquires ownership of such REO Property is acquired (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the Special Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of such period third succeeding year will not (subject to Section 10.01(f)) 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 Code) of any of the Loan REMIC, REMIC I or cause REMIC I, REMIC II or cause any of the Loan REMIC, REMIC III I or REMIC II 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its a nominee thereof on behalf of the Certificateholders (and with respect to any Serviced Whole Loanand, if applicable, on behalf of the Certificateholders and the related Serviced Companion Loan Holders). The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loanand, on behalf if applicable, the Bank of Certificateholders and the related Serviced America Plaza Companion Loan Holders)Noteholder, shall attempt to sell any REO Property prior to the close of the third taxable calendar year of following the year in which the Trust Fund following the taxable year in which acquires ownership of such REO Property is acquired 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) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee Trustee, the Paying Agent and the Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Special 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 period acquisition occurred will not (subject to Section 10.01(f)) result in cause the imposition of taxes a tax on "prohibited transactions" of the Upper-Tier REMIC I, or the Lower-Tier REMIC II or REMIC III as defined in Section 860F of the Code or cause the Upper-Tier REMIC I, or the Lower-Tier 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 Uncertificated Lower-Tier Interest or cause any REMIC that holds a Serviced Companion Loan to fail to qualify as a REMICCertificate is outstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders (and with respect to any Serviced Whole Loanand, on behalf of if applicable, the Certificateholders and the related Serviced Companion Loan Holders)Holder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third taxable year of the Trust Fund following the taxable calendar year in which REMIC I acquires ownership of such REO Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the Paying Agent an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent, the Special Servicer and the Special Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of such period third succeeding year will not (subject to Section 10.01(f)) 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 Code) of any of REMIC I or cause REMIC I, REMIC II or cause any of REMIC III I or REMIC II 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 to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a)Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its a nominee thereof on behalf of the Certificateholders (Certificateholders, and with respect to any Serviced Whole Loanif applicable, on behalf of the Certificateholders and the related Serviced Companion Loan Holders)Holder. The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and the related Serviced Companion Loan Holders)Fund, shall attempt to sell any REO Property prior to the close of the third taxable calendar year of the Trust Fund following the taxable year in which the Lower-Tier REMIC acquires ownership of such REO Property is acquired 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) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee Trustee, the Paying Agent and the Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the Special Servicer, to the effect that the holding by the Trust Fund Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the year in which such period acquisition occurred will not (subject to Section 10.01(f)) 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 Code) of the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier REMIC I, or the Upper-Tier 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 Uncertificated Lower-Tier Interests or Certificates are outstanding or cause any REMIC that holds a Serviced Companion Loan to fail to qualify as a REMICoutstanding. If the Special Servicer is granted 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 170 Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).