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

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an the “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective wholewhole (and, in the case of a Subordinate Companion Loan Holder, taking into account the subordinate nature of the related Subordinate Companion Loan), for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an the REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its the REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such the REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its the REO Account when first established and of the new location of such the REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such the REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such the REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its the REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related the Serviced Pari Passu Companion Loan Custodial Account or the related Serviced A/B Loan Combination Custodial Account, as applicable, contemplated by Section 3.04(h), Section 3.04(i) or Section 3.04(i3.04(j), as applicable. For the avoidance of doubt, such amounts withdrawn from an the REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its the REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders; it being the intention that any related Serviced Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable such Special Servicer shall be a manager-managed limited liability company, with the applicable such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable such Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the any Grantor Trust Pool. Regardless of whether the applicable such Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable each Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account and/or related Subordinate Note Custodial Account contemplated by Section 3.04(h3.04(e) or Section 3.04(i3.04(f), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Each Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders; it being the intention that any related Serviced Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the any Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account and/or related Subordinate Note Custodial Account contemplated by Section 3.04(h3.04(e) or Section 3.04(i3.04(f), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s)) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any Trust REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust PoolTrust. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Loan-Specific Certificates, and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders including, in the case of the Trust Subordinate Companion Loan, the Holders of the Loan-Specific Certificates (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective wholewhole (taking into account the subordinate nature of the Trust Subordinate Companion Loan), for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its the REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its the REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its the REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account and the related Trust Subordinate Companion Loan Custodial Account, as applicable, contemplated by Section 3.04(h), Section 3.04(j) or Section 3.04(i3.04(j), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. No Interested Person shall be obligated to submit an offer to purchase any Defaulted Mortgage Loan. In no event shall the Trustee, in its individual capacity, offer for or purchase any Defaulted Mortgage Loan. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its the REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan. (f) With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion Loan in this Section 3.16 shall be deemed to be taken also for the benefit of the Holders of the Class SJ Certificates, as beneficial owners of the Trust Subordinate Companion Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its the REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its the REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its the REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its the REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.in

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s)) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.sixty

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h3.04(g) or Section 3.04(i3.04(h), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a the Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a the Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a the Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a the Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account contemplated by Section 3.04(h) or Section 3.04(i3.04(e), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a the Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders; it being the intention that any related Serviced Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable such Special Servicer shall be a manager-managed limited liability company, with the applicable such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable such Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the any Grantor Trust Pool. Regardless of whether the applicable such Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable each Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer’s Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account and/or related Subordinate Note Custodial Account contemplated by Section 3.04(h3.04(e) or Section 3.04(i3.04(f), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer’s Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Each Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account contemplated by Section 3.04(h) or Section 3.04(i3.04(e), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combinationany Ballston Common REO Property or Renaissance REO Property, also on behalf of the related Serviced Pari Passu Companion Loan Holder(s)B-Note Holder), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any Ballston Common REO Property related to a Mortgage Loan that is part or Renaissance REO Property, at the expense of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(sB-Note Holder; it being the intention that the related B-Note Holder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “the "REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered Ballston Common REO Property related to a Serviced Loan Combinationor Renaissance REO Property, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)B-Note Holder), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an the REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its the REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such the REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its the REO Account when first established and of the new location of such the REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the applicable Master Servicer's Collection Account (or, to the extent that such amounts are allocable to an REO Mortgage Loan that was previously a B-Note Mortgage Loan, into the related B-Note Account), or deliver to the applicable Master Servicer for deposit into such Collection Account (or, to the Collection extent that such amounts are allocable to an REO Mortgage Loan that was previously a B-Note Mortgage Loan, into the related B-Note Account), the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such the REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) that, in the case of each Administered REO Property, the applicable Special Servicer may retain in its the REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicablesuch reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For the avoidance of doubt, such amounts withdrawn from an the REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its the REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any 1290 Avenue of the Americas REO Property related to a Non-Trust-Serviced Pooled Mortgage LoanProperty.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholders; it being the intention that any related Serviced Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account and/or related Subordinate Note Custodial Account contemplated by Section 3.04(h3.04(e) or Section 3.04(i3.04(f), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Mortgaged Property (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, nominee on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(bSECTION 3.09(B), at the option of the Special Servicer, to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Mortgaged Properties (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell or cause the sale of any Administered REO Property in accordance with Section 3.18 by the end of the third calendar taxable year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”EXTENSION") by the IRS Internal Revenue Service to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar taxable year following the year in which such acquisition occurred occurred, will not result in an Adverse REMIC Event with respect to the imposition of taxes on "prohibited transactions" of any REMIC Pool as defined in Section 860F of the Code or an Adverse Grantor Trust Event with respect cause any REMIC Pool to the Grantor Trust Poolfail to qualify as a REMIC at any time that any Certificates are outstanding. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause CLAUSE (iI) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause contemplated by CLAUSE (iiII) of such the immediately preceding sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered such REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause CLAUSE (iI) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause CLAUSE (iiII) of the third preceding sentence, and for the creation of and the operating of a limited liability companycompany to hold any Administered REO Property, shall be covered by, by and be reimbursable as, as a Servicing Advance. Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third taxable year following the year in which the Trust acquired ownership of the subject Administered REO Property. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any an REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combinationshall occur, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “the "REO Account”ACCOUNT"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such each Administered REO Property. Each account that constitutes an The REO Account shall be an Eligible AccountAccount and may consist of one account for all the Administered REO Properties. The applicable Special Servicer shall deposit, or cause to be deposited, in its the REO Account, within one (1) Business Day following of receipt, all REO Revenues, Insurance ProceedsLiquidation Proceeds (net of all Liquidation Expenses paid therefrom), Condemnation Proceeds and Liquidation Insurance Proceeds received by it in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(aSECTION 3.05(A). Funds in the REO Account may be invested in Permitted Investments in accordance with SECTION 3.06. The applicable Special Servicer shall be entitled to make withdrawals from its the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such the REO Account as provided in Section 3.06(bSECTION 3.06(B) (but only to the extent of the Net Investment Earnings, if any, with respect to such the REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its the REO Account when first established and of the new location of such the REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such the REO Account relating to such Administered REO Property. Monthly within one Five (5) Business Days prior to each Determination Date, and again on the first Business Day following the end of each Collection Periodsuch Determination Date, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the Collection Account, Account or deliver to the applicable Master Servicer for Servicer, which shall deposit such amounts into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such the Collection Period ending on such Determination Date that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided PROVIDED that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its the REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Periodtwelve-month period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its the REO Account pursuant to Section 3.16(bSECTION 3.16(B) or 3.16(c3.16(C). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan CombinationLion Industrial Portfolio Mortgaged Property, also the related Serviced Pari Passu Companion Loan Holder(s)Lion Industrial Portfolio Non-Pooled Subordinate Noteholder), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage the Lion Industrial Portfolio Loan that is part Group, at the expense of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(sLion Industrial Portfolio Non-Pooled Subordinate Noteholder, it being the intention that the Lion Industrial Portfolio Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable such Special Servicer shall be a manager-managed limited liability company, with the applicable such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable such Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable such Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced the Lion Industrial Portfolio Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)Lion Industrial Portfolio Non-Pooled Subordinate Noteholder), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable each Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account (or, to the extent that such amounts are allocable to the REO Mortgage Loan that was previously the Lion Industrial Portfolio Non-Pooled Subordinate Loans, into the Lion Industrial Portfolio Subordinate Note Custodial Account), or deliver to the applicable Master Servicer for deposit into such Collection Account (or, to the Collection extent that such amounts are allocable to the REO Mortgage Loan that was previously the Lion Industrial Portfolio Non-Pooled Subordinate Loans, into the Lion Industrial Portfolio Subordinate Note Custodial Account), the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) that, in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicablesuch reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Each Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a any Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Mortgaged Property (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, nominee on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), at the option of the Special Servicer, to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of taking title to one or more Administered REO Mortgaged Properties (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell or cause the sale of any Administered REO Property in accordance with Section 3.18 by the end of the third calendar taxable year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS Internal Revenue Service to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar taxable year following the year in which such acquisition occurred occurred, will not result in an Adverse REMIC Event with respect to the imposition of taxes on "prohibited transactions" of any REMIC Pool as defined in Section 860F of the Code or an Adverse Grantor Trust Event with respect cause any REMIC Pool to the Grantor Trust Poolfail to qualify as a REMIC at any time that any Certificates are outstanding. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in contemplated by clause (ii) of such the immediately preceding sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered such REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability companycompany to hold any Administered REO Property, shall be covered by, by and be reimbursable as, as a Servicing Advance. Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third taxable year following the year in which the Trust acquired ownership of the subject Administered REO Property. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any an REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combinationshall occur, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “the "REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.each

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Mortgage Loan CombinationGroup, also the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(sNoteholder(s)), or, subject to Section 3.09(b), to a single-single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered any REO Property related to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan CombinationGroup, the Trust and the related Serviced Non-Pooled Mortgage Loan Noteholders; it being the intention that any related Serviced Non-Pooled Subordinate Noteholder bear such expense prior to the Trust and any related Serviced Non-Pooled Pari Passu Companion Loan Holder(sNoteholders) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable such Special Servicer shall be a manager-managed limited liability company, with the applicable such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable such Special Servicer either (i) applies, more than sixty (60) 60 days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “"REO Extension”") by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the either Grantor Trust Pool. Regardless of whether the applicable such Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is -148- permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan CombinationLoan, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “"REO Account”"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Mortgage Loan CombinationGroup, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Non-Pooled Mortgage Loan Holder(s)Noteholder), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one two (2) Business Day Days following the end of each Collection Period, the applicable each Special Servicer shall withdraw from its REO Account and deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer for deposit into the such Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) ), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period and (B) if such Administered REO Property relates to a Serviced Mortgage Loan CombinationGroup, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Note Custodial Account and/or the Shell Plaza Subordinate Note Custodial Account contemplated by Section 3.04(h3.04(e) or Section 3.04(i3.04(f), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Each Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a the Non-Trust-Serviced Pooled Mortgage Loan.

Title to Administered REO Property; REO Account. (a) If title to any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s)) for the purpose of taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an application for an extension of time (an “REO Extension”) by the IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third calendar year following the year in which such acquisition occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be reimbursable as, a Servicing Advance. (b) The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an “REO Account”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (or, in the case of any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account when first established and of the new location of such REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from its the REO Account funds necessary for the proper operation, management, leasing, maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO Account relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable Special Servicer shall withdraw from its the REO Account and deposit into the Collection Account, or deliver to the applicable Master Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property (including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses) and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make, from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master Servicer during such Collection Period. (d) The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.