Common use of Foreclosed Property Clause in Contracts

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Mortgaged Property as a Foreclosed Property and were to own and operate the such Mortgaged Property in a manner consistent with the manner in which the Mortgaged Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Property Manager, some portion or all of the income derived in the Lower-Tier REMIC from such the Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such the Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such the Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such the Property Manager with a Successor Property Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(viii). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts consistent with the Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. Subject to the foregoing, the Special Servicer will generally be required to solicit offers for the Foreclosed Property so acquired in such a manner as will be reasonably likely to realize a fair price for the Mortgaged Property. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the any Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the a Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the a Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the a Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any the Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(d)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust Fund of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the a Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the a Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the a Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its good faith and reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition dateAcquisition Date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable use efforts consistent with Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the a Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the a Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the a Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any the Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the highest corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable use efforts consistent with Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust Fund of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the any Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC under the Code at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator Administrator, the Operating Advisor and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesLoan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable use efforts consistent with Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust Fund of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trusta Trust Fund Expense. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Property Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the any Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC under the Code at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable use efforts consistent with Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust Fund of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such the Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such the Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator Administrator, the Operating Advisor and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the highest corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the any Property as Foreclosed Property and were to own and operate the such Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Property Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the any Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.or

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all Notwithstanding any other provision of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Propertythis Agreement, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire not rent, lease, or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property otherwise earn income on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery Trust Fund with respect to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that which might cause the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making fail to qualify as "foreclosure property" within the foregoing reasonable efforts, meaning of Section 860G(a)(8) of the Special Servicer determines that it is Code or result in the best interests receipt by the Trust REMIC of any "income from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Trust Interest Owners on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC Code or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “any "net income from foreclosure property” " which is subject to tax under the REMIC Provisions unless the Trustee and Servicer have been furnished with an Opinion of Counsel (at the Trust Fund's expense) to the effect that under the REMIC Provisions, any income generated for the Special Trust REMIC by the Foreclosed Property in the manner contemplated would not result in the imposition of a tax upon the Trust REMIC. The Trustee and Servicer shall maintain or cause be entitled to be maintained rely on such records opinion and neither shall have liability hereunder for adopting any course of income and expense as to enable action consistent with such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)opinion. 161 Without limiting the generality of the foregoing, neither the Special Servicer shall notnor the Trustee shall, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements improvement was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition datedate unless, in any such case, the Servicer has requested and received an Opinion of Counsel at the Trust Fund's expense to the effect that such action will not cause such Foreclosed Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust REMIC, in which case the Servicer may take such actions as are specified in such Opinion of Counsel. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.11. In any event, however, the Special Trustee, or the Servicer, acting on behalf of the Trustee hereunder, may in its discretion request an extension of time from the IRS at least 61 days prior to the expiration of the two-year period beginning on the date such Foreclosed Property was acquired and shall dispose of any such 162 Foreclosed Property as soon as is practicable but in no event later than within two years of its acquisition by the close of Trust Fund unless the third calendar year following Trustee or the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) is entitled to an extension of time (an “"Extension”") by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel without causing such property to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail cease to qualify as a REMIC at any time that "foreclosure property" within the Trust Interests are outstanding, in which event such period shall be extended by such additional specified periodmeaning of Code Section 860G(a)(8), with the expenses of obtaining any such extension of time being an expense of advanced by the TrustServicer as a Carrying Costs Advance. If the Special Trustee or the Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such an Extension, then the Special Trustee, the Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such period longer period than two years as such Extension permits (the “"Extended Period”"). If the Special Trustee or the Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, Property within the foregoing two year period or if the Special Trustee or the Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced two-year period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special ServicerTrustee in its corporate capacity or the Servicer on behalf of itself, in each case to the extent of amounts owed to it under this Agreement) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, including without limitation, (i) the date the Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a the Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a the Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such the Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC under the Code at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator Administrator, the Operating Advisor and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure, (ii) the date of disposition of such the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier Trust REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier Trust REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier Trust REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the a Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the such Property is currently owned and operated by the Borrower Related Partiesrelated Loan Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the such Foreclosed Property on behalf of the TrustTrust Fund and the Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the such Foreclosed Property or were not to acquire and hold the such Foreclosed Property. If the Trust Fund acquires any the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the such Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Trust Interest Owners Companion Loan Holders on a net after after-tax basis to operate the such Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)3.4. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the a Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the a Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Trust Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the a Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any the Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Lower- Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related PartiesBorrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal the corporate income tax ratesrate. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold any such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund and any Companion Loan Holders, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager the property manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement management agreement (if any) or replace such Property Manager the property manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreementmanagement agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Whole Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager the property manager or an Independent Contractor, the Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable use efforts consistent with Accepted Servicing Practices to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS Internal Revenue Service to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust Fund of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trusta Trust Fund Expense. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the any Property as Foreclosed Property and were to own and operate the that Property in a manner consistent with the manner in which the Property is Properties are currently owned and operated by the Borrower Related Loan Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the TrustTrust Fund), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the TrustTrust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund to enter into, renew or extend any new lease New Lease with respect to the Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 ninety (90) days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.163.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the TrustTrust Fund. If the Special Servicer, on behalf of the TrustTrustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the related Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a the Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Property Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Interest Owners Note) on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix3.4(c)(x). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a the Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all Pv Notwithstanding any other provision of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Propertythis Agreement, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire not rent, lease, or hold otherwise earn income on behalf of the Trust Fund and/or the Trust REMIC with respect to any Foreclosed Property which might cause such Foreclosed Property if it determinesto fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code (without giving effect to the final sentence thereof) or, except as authorized by this Section, result in its reasonable judgment the receipt by the Trust REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code or any "net income from foreclosure property" which is subject to tax under the REMIC Provisions unless the Trustee and the Servicer have been supplied with an Opinion of Counsel (after, consultation with counsel, at the expense of the Trust)Trust REMIC) to the effect that, that either (i) there is a commercially feasible alternative method of administering such under the REMIC Provisions and any relevant proposed legislation, any income generated for the Trust REMIC by the Foreclosed Property that would not result in such tax, e.g., the imposition of a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to tax upon the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent ContractorREMIC. If, after making consultation with tax counsel, which shall be outside counsel knowledgeable of the issues occurring in the practice of securitization and reasonably acceptable to the Servicer, the Servicer in good faith believes that the aggregate amount recoverable by Certificateholders (net of all related expenses including taxes) with respect to a Foreclosed Property if the Trust REMIC actually incurs a tax as described in the foregoing reasonable effortsparagraph exceeds the aggregate amount that would be recoverable by Certificateholders if the Foreclosed Property is operated so as to avoid such taxes, the Special Servicer determines that it is in may, upon delivery to the best interests Trustee of an Officer's Certificate specifying the Trust Interest Owners on a net after tax basis to reasons for its conclusions, operate the Foreclosed Property in a manner that gives rise to such a tax, provided that such operation does not adversely affect the Lower-Tier continuing status of the Trust REMIC or Upper-Tier as a REMIC shall receive, based upon an Opinion of Counsel, “net for federal income from foreclosure property” under the REMIC Provisionstax purposes as evidenced by a Nondisqualification Opinion, the Special Servicer expense of which shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix)applicable property. Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust Fund and/or Trust REMIC to enter into, renew or extend any new lease New Lease with respect to the any Foreclosed Property, if the new lease New Lease by its terms shall will give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease New Lease other than amounts that shall will constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent 10% of the construction of such building or other improvements improvement was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer; unless, acting on behalf in any such case, the Servicer has requested and received an Opinion of Counsel at the expense of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel REMIC to the effect that the holding by the Trust of the such action will not cause such Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC "foreclosure property" within the meaning of Section 860G(a)(8) of the Code (without taking into account the final sentence of such Section) at any time that it is part of the Trust Interests are outstandingREMIC, in which event case the Servicer may take such period shall be extended by actions as are specified in such additional specified period, with the expenses Opinion of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing PracticesCounsel. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

Foreclosed Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates. In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of the Trust Interest Owners Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix). Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power: (i) permit the Trust to enter into, renew or extend any new lease with respect to the any Foreclosed Property, if the new lease by its terms shall give rise to any income that does not constitute Rents from Real Property; (ii) permit any amount to be received or accrued under any new lease other than amounts that shall constitute Rents from Real Property; (iii) authorize or permit any construction on the any Foreclosed Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or (iv) Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property Manager or an Independent Contractor, the any Foreclosed Property on any date more than 90 days after its acquisition date. (b) The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the any Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the such Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the such Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the such Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the such Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices. (c) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the such Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.