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

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion Holders. The Special Servicer, on behalf of the Trust Fund shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicable, (and on behalf of the Companion Holdersrelated B Loan Holder if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement (and for the benefit of the related B Loan Holder if such REO Property is related to an A/B Loan Pair). The Special Servicer, on behalf of the Trust Fund (and for the benefit of the related B Loan Holder if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18(d) and, in any event, by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier result in an Adverse REMIC Event with respect to either Trust REMIC or an Adverse Grantor Trust Event with respect to the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingGrantor Trust. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis within a customary and normal time frame for the sale of comparable properties. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of paid by and reimbursable to the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer as a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee (as holder of the Uncertificated Lower-Tier Interests) in trust for the benefit of the Certificateholders and, if applicable, (and on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interestsrelated B Loan Holder if such REO Property is related to an A/B Loan Pair), for the retention of revenues and other proceeds derived from each REO Property. The Each account that constitutes the REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days following receipt, all REO Revenues, Insurance and Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in 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 the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within two Business Days following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Collection Account (or, if the subject REO Property relates to an A/B Loan Pair, into the related A/B Loan Pair Custodial Account) or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its the Collection Account) (or, if the subject REO Property relates to an A/B Loan Pair, into the related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), A/B Loan Pair Custodial Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO AccountSection 3.17 below; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c3.16(c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests and Loan REMIC Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanConcord Mills Collection Account, as applicable), the aggregate of all amounts received rxxxxxed in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master the Servicer for deposit in its related the Certificate Account, as applicable, Account and the Concord Mills Collection Account on such date. The applicable Master Servicer shall apply all such amounts sucx xxxunts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. For the avoidance of doubt, REO Property with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans is excluded for all purposes from this Section 3.16. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any such REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty (60) days prior to the end of such third succeeding year, and is granted an extension of time (an "“REO Extension"”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Co-Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by REMIC I or the Trust Fund Four Seasons Resort and Club - Dallas, TX Loan REMIC of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on “prohibited transactions” (as defined in Section 860F of the Upper-Tier Code) of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or the Lower-Tier REMIC II or cause of any of the Upper-Tier Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Master Servicer. In the case of the Trust Fund payable out of Fund’s beneficial interest in the applicable Certificate Account Mortgaged Property acquired by the X.X. Xxxxxx 2006-LDP8 Trustee pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or by the 2006-C27 Trustee pursuant to the 2006-C27 Pooling and Servicing Agreement, as the case may be, the Special Servicer shall coordinate with the X.X. Xxxxxx 2006-LDP8 Special Servicer and the 2006-C27 Special Servicer, as the case may be, with respect to any REO Extension on behalf of REMIC I. Except for the preceding sentence, for purposes of this Section 3.05(a)3.16, “REO Property” does not include the Trust Fund’s beneficial interest in the Mortgaged Property securing the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the Mortgaged Property securing the 2006-C27 Serviced Mortgage Loans. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO AccountsAccount”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee, the Co-Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the “Impound Reserve”)). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andand if a Whole Loan is affected, if applicablethe related Companion Loan Holder or, on behalf subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and, in the case of a Whole Loan, on behalf of the related Companion Loan Holder), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to REMIC I or REMIC II. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the related Companion Loan Holder. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Whole Loan is involved, the applicable Master Servicer related Companion Loan Holder, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. Alternately, the Special Servicer may direct that any such REO Revenues be deposited directly with the Master Servicer to be held with respect to such REO Loan. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanWhole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).such

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion Holders. The Special Servicer, on behalf of the Trust Fund and, if applicable, the Bank of America Plaza Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee Trustee, the Paying Agent and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date (or with respect to the Bank of America Plaza Companion Note, on each Bank of America Plaza Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with respect to the Bank of America Plaza Companion Note, on each Bank of America Plaza Remittance Date), the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such the Master Servicer for deposit in its related the Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with respect to the Bank of America Plaza Companion Note, on each Bank of America Plaza Remittance Date) for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an a REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 [___] Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an a REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of a REO Property and outstanding at the time such proceeds are received. Funds in the a REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from a REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the a REO Account when first established and of the new location of the a REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By [___] p.m., New York City time, on the [___] Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Account, the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Propertyfollowing 12-month period. In addition, on or prior to each Determination DateFor purposes of the foregoing, the Special Servicer shall provide REO Account corresponds to the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the a REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Mortgaged Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders andCertificateholders. If, if applicablepursuant to Section 3.09(b), on behalf the Special Servicer formed or caused to be formed, at the expense of the Companion HoldersTrust, a single member limited liability company (of which the Trust is the sole member) for the purpose of taking title to one or more REO Properties pursuant to this Agreement, then the deed or certificate of sale with respect to any such REO Property shall be issued to such single member limited liability company. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to by the close end of the third calendar year following the calendar year in which the Trust Fund applicable REMIC Pool acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the end of such third succeeding year, for and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund applicable REMIC Pool of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any REMIC or the Lower-Tier REMIC Pool or cause the Upper-Tier any REMIC or the Lower-Tier REMIC Pool to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such the subject REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, or for the creation of and the operating of a single member limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occuroccur in respect of any Mortgaged Property, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the sole benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an any REO Property. Funds in the REO Account (other than any such funds representing Additional Interest) may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional special servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any related Investment Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to the Business Day following each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate the Custodial Account (or deliver to the Master Servicer or such subaccount of other Person as may be designated by the applicable Certificate Account Master Servicer for each Companion Loan, as applicable), deposit into the Custodial Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due PeriodCollection Period ending on such Determination Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit and, further, net of any reserves to be maintained in the REO Account; providedAccount in accordance with the last sentence of this Section 3.16(c). Notwithstanding the foregoing, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections in respect of any REO Property as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such REO Property (including the creation of a reasonable reserve for -150- repairs, replacements, leasing, management and tenant improvements necessary capital replacements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted or is not denied an extension of time (an "“REO Extension"”) by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an a REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 [___] Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an a REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of a REO Property and outstanding at the time such proceeds are received. Funds in the a REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from a REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the a REO Account when first established and of the new location of the a REO Account prior to any change thereof. Alternatively, the Special Servicer may direct that any such REO Revenues be deposited directly with the Master Servicer to be held with respect to such REO Loan. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By [___] p.m., New York City time, on the [___] Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Account, the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Propertyfollowing 12-month period. In addition, on or prior to each Determination DateFor purposes of the foregoing, the Special Servicer shall provide REO Account corresponds to the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the a REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "“REO Extension"”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on “prohibited transactions” (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO AccountsAccount”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee Trustee, and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the “Impound Reserve”)). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, howeverthat, that in addition to the Impound Reserve, the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerREMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following beginning after the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II, REMIC IIU or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II, REMIC IIU or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than three years following the year that such property was acquired, as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of the Loan REMIC, REMIC I or the Lower-Tier REMIC II or cause any of the Upper-Tier Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by -155- the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee Trustee, and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which within two years after the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of CounselCounsel (the cost of which shall be paid as a Servicing Advance), addressed to the Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit deposited in its related the Certificate Account, as applicable, Account on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The Each account that constitutes the REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in 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 the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within two Business Days following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Collection Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Collection Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c3.16(c). (e) Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property relating to the Crystal Pavilion/Xxxxx Building Mortgage Loan.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf 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 Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by a Special Servicer shall be a manager-managed limited liability company, with such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of whether the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the 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 contemplated by referred to in clause (ii) of the immediately preceding such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Each Special Servicer shall segregate and hold all funds collected and received by it in connection with any REO Property separate and apart from its own funds and general assets. If an title to any REO Acquisition shall occurProperty is acquired by or on behalf of the Trust, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each such REO Property. The Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the its REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Each 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). Each Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the its REO Account when first established and of the new location of the its REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from the its REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the such REO Account relating to such REO Property. On or prior to Within two Business Days following the end of each Determination DateCollection Period, the applicable Special Servicer shall withdraw from the its REO Account and remit deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer, which shall Servicer for deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Collection Account, the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in the case of each REO Account; providedProperty, however, that the applicable Special Servicer may retain in such its REO Account, in accordance with the Servicing Standards, Account such portion of such balance 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 REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the its REO Account pursuant to Section 3.16(b) or (c3.16(c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicable, (and on behalf of the Companion Holdersrelated B Loan Holder if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement (and for the benefit of the related B Loan Holder if such REO Property is related to an A/B Loan Pair). The Special Servicer, on behalf of the Trust Fund (and for the benefit of the related B Loan Holder if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18(d) and, in any event, by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier result in an Adverse REMIC Event with respect to either Trust REMIC or an Adverse Grantor Trust Event with respect to the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingGrantor Trust Pool. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis within a customary and normal time frame for the sale of comparable properties. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate paid by and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice reimbursable to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereofas a Servicing Advance. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the such third calendar taxable year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than three years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold cause all funds collected and received in connection with any REO Property to be held separate and apart from its own funds and general assets. If an any REO Acquisition shall occur, the Special Servicer shall establish and maintain (or cause to be established and maintained) one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for some or all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11 (d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06 (b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the any REO Account when first established and of the new location of the such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account cause all funds necessary for the proper operation, management, insuringmaintenance, leasing, maintenance disposition and disposition liquidation of any REO PropertyProperty to be withdrawn from the REO Account, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and Section 3.16 (iib) Net Investment Earnings on amounts on deposit in the REO Accountor this Section 3.16(c); provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b3.16 (b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan), in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder(s)), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Mortgage Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Holder(s) acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Torre Mayor Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out Trust's beneficial interest in a Mortgaged Property acquired under the KinderCare Portfolio Pooling Agreement or the Torre Mayor Pooling Agreement, the Special Servicer shall coordinate with the applicable special servicer with respect to any REO Extension on behalf of the applicable Certificate Account pursuant to Section 3.05(a)Torre Mayor Loan REMIC or REMIC I, as applicable. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Serviced Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the applicable Companion Loan Holder(s). Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Serviced Whole Loan is involved, the applicable Master Servicer related Companion Loan Holder(s), of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO PropertyProperty (other than any REO Property related to any Non-Serviced Mortgage Loan), but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanServiced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Serviced Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Serviced Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Mortgaged Property is acquiredacquired (thereby becoming an REO Property), the deed or certificate of sale shall be issued to the Trustee Owner Trust or a nominee thereof on behalf wholly-owned subsidiary of the Certificateholders and, if applicable, on behalf of the Companion HoldersOwner Trust. The Special Servicer, on behalf of the Trust Fund shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership Upon acquisition of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by shall, if any amount remains due and owing under the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee related Mortgage Note, prepare and the applicable Master Servicer an Opinion of Counsel, addressed deliver to the Owner Trustee for execution and the applicable Master Servicer, delivery to the effect that the holding by the Trust Fund of such REO Property subsequent to the close Indenture Trustee a new Mortgage (along with appropriate UCC Financing Statements), as applicable, in favor of the third calendar year following Indenture Trustee to secure the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) lien of the immediately preceding sentence or obtains the Opinion Indenture. The cost of Counsel contemplated by clause (ii) of the immediately preceding sentencepreparing, the Special Servicer shall sell delivering and recording such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, new Mortgage and any other related loan documents shall be paid as an expense of the Owner Trust Fund payable out of from the applicable Certificate Account pursuant to Section 3.05(a)Collection Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an acquisition of any REO Acquisition Property shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Indenture Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf holders of the Companion Holder(s), as their interest shall appear, Bonds and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Owner Trust Certificates, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one Business Day after of receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may Account, to the extent invested, shall be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and to the applicable Master Servicer Holders of the Controlling Class of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such for the related REO Property. On or prior to Within two Business Days following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Collection Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that in addition to the REO Account; provided, however, that Impound Reserve the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In additionexpenses), on or prior such reserve not to exceed $10,000 with respect to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with such REO Property or to cover a written accounting period of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datemore than twelve months. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any an REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any such REO Property prior to by the close end of the third calendar year following the year (or in the case of a "qualified healthcare property" within the meaning of Section 856(e)(6) of the Code, the second calendar year) in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either either: (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by ------------- the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer Tax Administrator an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTax Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or in the case of a "qualified healthcare property" within the meaning of Section 856(e)(6) of the Code, the second calendar year) following the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Pool as defined in Section 860F of the Lower-Tier REMIC Code or cause the Upper-Tier REMIC or the Lower-Tier REMIC Pool to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such the REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of ---------- Counsel contemplated by clause (ii) of the second preceding sentence, shall be ----------- an expense of the Additional Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Expense. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any an REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of ----------- the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each such REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one (1) Business Day after of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an such REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of the related REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals ------------ from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(e), interest and --------------- investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment --------------- Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any an REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On At or prior to before 2:00 p.m. New York City time on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Collection Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Collection Account) the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, that the Special Servicer may -------- retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of such REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).. --------------- ---

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701 3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and in the case of a Loan Pair, on behalf of the related Companion Loan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund and, if applicable, acquires the related Companion Loan Noteholders ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Loan Pair, the Special Servicer shall establish an REO Account solely with respect to such property (a "Loan Pair REO Account"), to be held for the benefit of the Certificateholders and the applicable Companion Loan Noteholders. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the related REO Account, within 1 two (2) Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Servicing Compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in an REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Loan Pair is involved, the applicable Master Servicer related CBA B Note Holder, the Wellbridge Controlling Holder, or the Wellbridge Companion Loan Noteholders of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Loan Pair Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanLoan Pair Custodial Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Loan Pair REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Loan Pair Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerREMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following beginning after the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than the end of the third calendar year beginning after the year that such property was acquired, as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year beginning after the year in which the Trust acquired ownership of the related REO Property. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property (other than any REO Property related to any Non-Serviced Loan) is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicablea Serviced Whole Loan is affected, on behalf the related Companion Loan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property (other than any REO Property related to any Non-Serviced Loan), 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 Special Servicer, on behalf of the Trust Fund (and in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out of Trust's beneficial interest in a Mortgaged Property acquired under any Non-Serviced Loan Pooling Agreement, the Special Servicer shall coordinate with the applicable Certificate Account pursuant special servicer with respect to Section 3.05(a).any REO Extension on behalf of REMIC I. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property (other than any REO Property related to any Non-Serviced Loan) separate and apart from its own funds and general assets. If an a REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Serviced Whole Loan, the Special Servicer shall establish a REO Account solely with respect to such property (a "Serviced Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the related Companion Loan Holder. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an a REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of a REO Property and outstanding at the time such proceeds are received. Funds in the a REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from a REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Serviced Whole Loan is involved, the applicable Master Servicer related Companion Loan Holder, of the location of the a REO Account when first established and of the new location of the a REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO PropertyProperty (other than any REO Property related to any Non-Serviced Loan), but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanServiced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Serviced Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Serviced Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the a REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee Trustee, its nominee, or to a nominee thereof on behalf single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Certificateholders andTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), if applicableand (ii) a manager-managed limited liability company, on behalf with the Special Servicer to serve as the initial manager to manage the property of the Companion Holderslimited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Servicer shall use its reasonable best efforts to sell any REO Property in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) end of the Code, year of its acquisition unless the Special Servicer either (i) is the Trustee, has been granted an extension of time (an "REO Extension") (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the Internal Revenue Service to sell such REO Property in which case the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than the period specified above as such REO Extension permits or (ii) obtains for the Trustee Special Servicer seeks and subsequently receives, at the applicable Master Servicer expense of the Trust, an Opinion of Counsel, addressed to the Trustee and the applicable Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such period specified above after its acquisition occurred will not cause result in the imposition of taxes on "prohibited transactions" of a tax on REMIC, as defined in Section 860F(a)(2) of the Upper-Tier REMIC or the Lower-Tier REMIC Code, or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such Trustee has not received an REO Extension or such Opinion of CounselCounsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall before the end of such period or extended period, as the case may be. Any expense incurred by , auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 3.18; and provided, further that if the Special Servicer in connection with its being granted the intends to bid on any REO Extension contemplated by clause Property, (i) the Special Servicer shall notify the Trustee of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause such intent, (ii) of the second preceding sentenceTrustee or its agent shall promptly obtain, shall be an at the expense of the Trust Fund payable out an Appraisal of such REO Property and (iii) the applicable Certificate Account pursuant to Section 3.05(a)Special Servicer shall not bid less than the greater of (a) the fair market value set forth in such Appraisal or (b) the Purchase Price. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two (2) Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within two (2) Business Days following the end of each Determination Datecalendar month, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve (12) month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall attempt to sell any REO Property prior to the close within two years of the third calendar year following the year in which the Trust Fund acquires acquiring ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a).REMIC (b) The Special Servicer shall segregate and hold cause all funds collected and received in connection with any REO Property to be held separate and apart from its own funds and general assets. If an any REO Acquisition shall occur, the Special Servicer shall establish and maintain (or cause to be established and maintained) one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for some or all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11 (d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06 (b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the any REO Account when first established and of the new location of the such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account cause all funds necessary for the proper operation, management, insuringmaintenance, leasing, maintenance disposition and disposition liquidation of any REO PropertyProperty to be withdrawn from the REO Account, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and Section 3.16 (iib) Net Investment Earnings on amounts on deposit in the REO Accountor this Section 3.16(c); provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b3.16 (b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee Trustee, the Paying Agent and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests and Loan REMIC Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loanrelated Component Mortgage Loan Collection Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master the Servicer for deposit in its related the Certificate Account, as applicable, Account and each Component Mortgage Loan Collection Account on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property (other than any REO Property related to any Non-Serviced Loan) is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicablea Whole Loan is affected, on behalf the related Companion Loan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property (other than any REO Property related to any Non-Serviced Loan), 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 Special Servicer, on behalf of the Trust Fund (and in the case of a Whole Loan, on behalf of the related Companion Loan Holder), shall sell any REO Property prior (other than any REO Property related to any Non-Serviced Loan) by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense covered by, and be reimbursable as, a Servicing Advance. In the case of the Trust Fund payable out of Trust's beneficial interest in a Mortgaged Property acquired under any Non-Serviced Loan Pooling and Servicing Agreement, the Special Servicer shall coordinate with the applicable Certificate Account pursuant special servicer with respect to Section 3.05(a).any REO Extension on behalf of REMIC I. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property (other than any REO Property related to any Non-Serviced Loan) separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the related Companion Loan Holder. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Whole Loan is involved, the applicable Master Servicer related Companion Loan Holder, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO PropertyProperty (other than any REO Property related to any Non-Serviced Loan), but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanWhole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to SECTION 3.09(b), on behalf 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 Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by a Special Servicer shall be a manager-managed limited liability company, with such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to in accordance with SECTION 3.18 by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO ExtensionEXTENSION") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of whether the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause CLAUSE (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause referred to in CLAUSE (ii) of the immediately preceding such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause CLAUSE (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause CLAUSE (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Each Special Servicer shall segregate and hold all funds collected and received by it in connection with any REO Property separate and apart from its own funds and general assets. If an title to any REO Acquisition shall occurProperty is acquired by or on behalf of the Trust, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each such REO Property. The Each account that constitutes an REO Account shall be an -154- Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the its REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the an REO Account may be invested in Permitted Investments in accordance with Section SECTION 3.06. The Each 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). Each Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the its REO Account when first established and of the new location of the its REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from the its REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the such REO Account relating to such REO Property. On or Five (5) Business Days prior to each Determination Date, and again on the first Business Day following such Determination Date, the applicable Special Servicer shall withdraw from the its REO Account and remit deposit into the applicable Master Servicer's Collection Account, or deliver to the applicable Master Servicer, which shall Servicer for deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Collection Account, the aggregate of all amounts received in respect of each REO Property during the most recently ended Due PeriodCollection Period ending on such Determination Date that are then on deposit in such REO Account, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; PROVIDED that, in the case of each REO Account; providedProperty, however, that the applicable Special Servicer may retain in such its REO Account, in accordance with the Servicing Standards, Account such portion of such balance 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 REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the its REO Account pursuant to Section SECTION 3.16(b) or (c3.16(c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders andCertificateholders, if applicable, on behalf of the Companion Holdersas their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) on either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Certificateholders, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion Holders. REO Property with respect to any Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16; provided that the Trustee shall cooperate with the JPMCC 2007-LDP11 Special Servicer under the JPMCC 2007-LDP11 Pooling and Servicing Agreement in obtaining an REO Extensiox (xx xxxxxxx xxxxw) with respect to a Non-Serviced Mortgage Loan. The Special Servicer, on behalf of the Trust Fund and, if applicable, the Companion Holders, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause the imposition of a tax on the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or any Loan REMIC or cause the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or any Loan REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence sentence, or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date (or with respect to any Companion Loan related to a Serviced Whole Loan, on the Business Day prior to each related Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with respect to any Serviced Securitized Companion Loan, on the Business Day prior to each related Serviced Whole Loan Remittance Date), the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such the Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with respect to any Companion Loan related to a Serviced Whole Loan, on the Business Day prior to on each related Serviced Whole Loan Remittance Date) for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee. In no event shall the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion Holders. The Special Servicer, on behalf of the Trust Fund shall sell any hold such REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for longer than three (3) years after its acquisition for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer Trustee either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property Property, which extension shall be sought at least sixty (60) days prior to the expiration of the applicable three-year period, or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Xxxxxx Xxx and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund Lower-Tier REMIC of such REO Property subsequent to the close third anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on the Upper-Tier REMIC or “prohibited transactions” of the Lower-Tier REMIC as defined in Section 860F of the Code or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated LowerCertificates are outstanding (which Opinion of Counsel shall be sought at least sixty (60) days prior to the expiration of the applicable third-Tier Interest or Certificate is outstandingyear period). If the Special Servicer Trustee is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer Trustee shall sell or cause such REO Property to be sold within such period longer period than three (3) years as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer Notwithstanding the making of any Xxxxxx Mae Balloon Advance Payment with respect to each REO Loan: (i) each REO Loan shall segregate be deemed to provide for monthly payments of principal and/or interest equal to its Assumed Payment and hold all funds collected otherwise to have the same terms and received in connection with any conditions as its predecessor Mortgage Loan, which shall be the Mortgage Loan that had been secured by the Mortgage on the related REO Property separate Property; (ii) each REO Loan shall be deemed to have an initial Mortgage Loan Principal Balance and apart from Scheduled Principal Balance equal to the Mortgage Loan Principal Balance and Scheduled Principal Balance, respectively, of its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf predecessor Mortgage Loan as of the Trustee in trust for the benefit date of the Certificateholders andrelated REO Acquisition, if applicableand (iii) all Scheduled Payments, on behalf Assumed Payments (in the case of a Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the Companion Holder(s), predecessor Mortgage Loan as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and date of the Uncertificated Lower-Tier Interests)related REO Acquisition, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause deemed to continue to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance due and Condemnation Proceeds and Liquidation Proceeds received owing in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereofLoan. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "“REO Extension"”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on “prohibited transactions” (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Master Servicer. In the case of the Trust Fund payable out of Fund’s beneficial interest in the applicable Certificate Account Mortgaged Property acquired by the [__________] Trustee pursuant to the [__________] Pooling and Servicing Agreement, the Special Servicer shall coordinate with the [__________] Special Servicer with respect to any REO Extension on behalf of REMIC I. Except for the preceding sentence, for purposes of this Section 3.05(a)3.16, “REO Property” does not include the Trust Fund’s beneficial interest in the Mortgaged Property securing the [__________] Loan. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO AccountsAccount”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee Trustee, and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the “Impound Reserve”)). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and in the case of a Loan Pair, on behalf of the related Companion Loan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the following sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Loan Pair, the Special Servicer shall establish an REO Account solely with respect to such property (a "Loan Pair REO Account") which may be a sub-account of the REO Account, to be held for the benefit of the Certificateholders and the applicable Companion Loan Noteholders. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Servicing Compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in an REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Loan Pair is involved, the applicable Master Servicer related B Noteholder, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Loan Pair Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanLoan Pair Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Loan Pair REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Loan Pair Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and in the case of a Whole Loan, on behalf of the related Companion Loan Noteholders), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the applicable Companion Loan Noteholders. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Whole Loan is involved, the applicable Master Servicer related Companion Loan Noteholders, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanWhole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders (and, if applicablein the case of a Partitioned Mortgage Loan, on behalf also the related Junior Interest Holder(s)), or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion Trust (or, in the case of any REO Property related to a Mortgage Loan that is part of a Partitioned Mortgage Loan, the Trust and the related Junior Interest Holders; it being the intention that any related Junior Interest Holder bear such expense prior to the Trust) for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by the Special Servicer shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, 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 (an "“REO Extension"”) by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such the subject REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received by it in connection with any REO Property separate and apart from its own funds and general assets. If an any REO Acquisition shall occuroccurs in respect of any Mortgaged Property securing a Mortgage Loan, then the Special Servicer shall establish and maintain one or more accounts (collectively, an “REO AccountsAccount”), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and(or, if applicablein the case of any REO Property related to a Partitioned Mortgage Loan, on behalf of both the Companion Certificateholders and the related Junior Interest Holder(s)), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)a collective whole, for the retention of revenues and other proceeds derived from each such REO Property. The Each account that constitutes an REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the its REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the an REO Account may be invested in Permitted Investments in accordance with Section 3.06. The 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 REO Property and outstanding at the time such proceeds are received, as well as any other items that otherwise may be paid by the Master Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The 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 Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the its REO Account when first established and of the new location of the such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the its REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the such REO Account relating to such REO Property. On or prior to Monthly within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the its REO Account and remit deposit into the Collection Account, or deliver to the applicable Master Servicer, which shall Servicer for deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Collection Account, the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Periodsuch Collection Period that are then on deposit in such REO Account, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and sentence; provided that (iiA) Net Investment Earnings on amounts on deposit in the case of each REO Account; providedProperty, however, that the Special Servicer may retain in such its REO Account, in accordance with the Servicing Standards, Account such portion of such balance 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 REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for the related expenses), and (B) if such REO Property. In addition, on or prior Property relates to each Determination Datea Partitioned Mortgage Loan, the Special Master Servicer shall provide the applicable Master Servicer with a written accounting of make, from such amounts so deposited or remitted to such Master Servicer for deposit in its as described above, any deposits into any related Certificate AccountJunior Interest Custodial Account contemplated by Section 3.04(e) or Section 3.04(f), as applicable. For the avoidance of doubt, on such date. The applicable 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 Master Servicer shall apply all during such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution DateCollection Period. (d) The 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, the its REO Account pursuant to Section 3.16(b) or (c3.16(c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund Trust, shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 [___] Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By [___] p.m., New York City time, on the [___] Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable)Account, the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Propertyfollowing 12-month period. In addition, on or prior to each Determination DateFor purposes of the foregoing, the Special Servicer shall provide REO Account corresponds to the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer Tax Administrator an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTax Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of any REMIC Pool as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier any REMIC or the Lower-Tier REMIC Pool to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Collection Account pursuant to Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year following the year in which the Trust acquired ownership of the related REO Property. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two (2) Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Collection Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Collection Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicablea Whole Loan is affected, on behalf the related Companion Loan Holder or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and, in the case of a Whole Loan, on behalf of the related Companion Loan Holder), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the related Companion Loan Holder. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Whole Loan is involved, the applicable Master Servicer related Companion Loan Holder, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanWhole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than two years as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The Each account constituting part of the REO Account shall be an Eligible AccountAccount and shall be entitled generally as follows:" Midland Loan Services, L.P., as Special Servicer, in trust for registered holders of Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through Certificates, Series 1996-C1 [Name of REO Property]". The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one Business Day after of receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to the second Business Day following each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses) during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing six months. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, and if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) on either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders andCertificateholders, and if applicable, on behalf of the Companion Holder(s)Holders, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders (and, if applicablein the case of the Companion Loan, on behalf of the Companion HoldersLender). The Special Servicer, on behalf of the Trust Fund (and, in the case of the Mesa Grande Loan Group, the Certificateholders, in respect of the portion allocable to the Mesa Grande Loan and the Companion Lender, in respect of the portion allocable to the Companion Loan), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account Mortgage Loan Subaccount pursuant to Section 3.05(a3.05(b). (b) The Special Servicer shall segregate and hold cause all funds collected and received in connection with any REO Property to be held separate and apart from its own funds and general assets. If an any REO Acquisition shall occur, the Special Servicer shall establish and maintain (or cause to be established and maintained) one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders (and, if applicable, on behalf in the case of the Companion Holder(s)Loan, as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier InterestsCompanion Lender), for the retention of revenues and other proceeds derived from each REO Property. The Special Servicer shall maintain separate accounting for any funds in the REO Account that are derived from the Companion Loan. The REO Account shall be an Eligible AccountAccount and may consist of one account for some or all of the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in 107 accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the any REO Account when first established and of the new location of the such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account cause all funds necessary for the proper operation, management, insuringmaintenance, leasing, maintenance disposition and disposition liquidation of any REO PropertyProperty to be withdrawn from the REO Account, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Collection Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Collection Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and Section 3.16 (iib) Net Investment Earnings on amounts on deposit in the REO Accountor this Section 3.16(c); provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property (other than any REO Property related to the Fashion Show Mall Mortgage Loan) is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and in the case of a Whole Loan, on behalf of the related Companion Loan Noteholders), shall sell any REO Property prior (other than any REO Property related to the close Fashion Show Mall Mortgage Loan) by the end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the related Companion Loan Noteholders acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause result in an Adverse REMIC Event with respect to any of the imposition Component Mortgage Loan REMIC, REMIC I, REMIC II or any REMIC that holds a Companion Loan. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property (other than any REO Property related to the Fashion Show Mall Mortgage Loan) separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the applicable Companion Loan Noteholders. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if a Whole Loan is involved, the applicable Master Servicer related Companion Loan Noteholders, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO PropertyProperty (other than any REO Property related to the Fashion Show Mall Mortgage Loan), but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanWhole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the following 12-month period. For purposes of the foregoing, the Pool REO Account and a Whole Loan REO Account correspond to the Certificate Account and the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property (other than the Great Lakes Crossing Mortgaged Property) is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders and, if applicable, (and on behalf of the Companion Holdersrelated B Loan Holder and the Washington Center Junior Holders if such REO Property is related to an A/B Loan Pair) or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer at the expense of the Trust for the purpose of taking title to one or more REO Properties (other than the Great Lakes Crossing Mortgaged Property) pursuant to this Agreement. The limited liability company shall be a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement (and for the benefit of the related B Loan Holder and the Washington Center Junior Holders if such REO Property is related to an A/B Loan Pair). The applicable Special Servicer, on behalf of the Trust Fund (and for the benefit of the related B Loan Holder and the Washington Center Junior Holders if such REO Property is related to an A/B Loan Pair), shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year (or, in the case of a "qualified healthcare property" within the meaning of Section 856(c)(6) of the Code, the end of the second calendar year) following the year in which such acquisition occurred will not cause the imposition of a tax on result in an Adverse REMIC Event with respect to the Upper-Tier REMIC or REMIC, the Lower-Tier REMIC or cause the Upper-Tier 622 Third Avenue Loan REMIC or an Adverse Grantor Trust Event with rexxxxx xx xxx Xxxntor Trust. Regardless of whether the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If the applicable Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the applicable Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If the applicable Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel (which Opinion of Counsel, if the subject REO Property is the Mortgaged Property that secures the 622 Third Avenue Loan or the Washington Center Loan, shall not be payxxxx xx xx xxxx amounts otherwise distributable to the related B Loan or any Washington Center Junior Holder) contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Each Special Servicer shall segregate and hold all funds collected and received by it in connection with any REO Property separate and apart from its own funds and general assets. If an title to any REO Acquisition shall occurProperty is acquired by or on behalf of the Trust, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests and the 622 Third Avenue Loan REMIC Regular Interests) in trust for the benefxx xx xxx Xxxxxxicateholders (and on behalf of the related B Loan Holder and the Washington Center Junior Loans if such REO Property is related to an A/B Loan Pair), for the retention of revenues and other proceeds derived from each REO Property. The Each account that constitutes an REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an the REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as Additional Special Servicing Compensation, interest and investment income earned in respect of amounts held in 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 the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the its REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or Five (5) Business Days prior to each Determination Date, and again on the first Business Day following such Determination Date, the applicable Special Servicer shall withdraw from the its REO Account and remit deposit into the applicable Master Servicer's Collection Account (or, if the subject REO Property relates to an A/B Loan Pair, into the related A/B Loan Pair Custodial Account), or deliver to the applicable Master Servicer, which shall Servicer for deposit into its related Certificate such Collection Account (or such subaccount of or, if the applicable Certificate Account for each Companion Loansubject REO Property relates to an A/B Loan Pair, as applicable), into the related A/B Loan Pair Custodial Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due PeriodCollection Period ending on such Determination Date that are then on deposit in such REO Account, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in the case of each REO Account; providedProperty, however, that the applicable Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing 12-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c3.16(c). (e) The REO Property and the related REO Account with respect to the 622 Third Avenue Loan REMIC shall be treated as assets of such REMIC xxx xxx xxxxxxxx of this Agreement.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, on behalf of the Certificateholders and, if to the extent applicable, on behalf of the related Serviced Companion Loan Holders and Serviced B Note Holders). The Special Servicer, on behalf of the Trust Fund (and with respect to any Serviced Whole Loan, on behalf of Certificateholders and, to the extent applicable, the related Serviced Companion Loan Holders and Serviced B Note Holders), shall attempt to sell any REO Property prior to the close of the third calendar taxable year of the Trust Fund following the taxable year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property is acquired for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property is acquired or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred period will not cause (subject to Section 10.01(f)) result in the imposition of a tax taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC (for federal (or any applicable state or local) income tax purposes) at any time that any Uncertificated Lower-Tier Interest Certificates are outstanding or Certificate is outstandingcause any REMIC that holds a Serviced Companion Loan or Serviced B Note to fail to qualify as a REMIC. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer liquidation period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold cause all funds collected and received in connection with any REO Property to be held separate and apart from its own funds and general assets. If an any REO Acquisition shall occur, the Special Servicer shall establish and maintain (or cause to be established and maintained) one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account and may consist of one account for some or all of the REO Properties. If such REO Acquisition occurs with respect to the Mortgaged Property securing the a Serviced Whole Loan, the Special Servicer shall establish an REO Account (which may be a subaccount of the REO Account) solely with respect to such property (a "Serviced Whole Loan REO Account"), to be held for the benefit of the Certificateholders and, to the extent applicable, the related Serviced Companion Loan Holders and Serviced B Note Holders. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two (2) Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer (and with respect to any Serviced Whole Loan REO Account, the related Serviced Companion Loan Holders and Serviced B Note Holders) of the location of the any REO Account when first established and of the new location of the such REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account cause all funds necessary for the proper operation, management, insuringmaintenance, leasing, maintenance disposition and disposition liquidation of any REO PropertyProperty to be withdrawn from the REO Account, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall Servicer for deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion with respect to a Serviced Whole Loan, as applicable)shall withdraw from the related Serviced Whole Loan REO Account, and remit to the Master Servicer for deposit into the related Serviced Whole Loan Custodial Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).this

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests and Loan REMIC Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanSimon Collection Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master the Servicer for deposit in its related the Certificate Account, as applicable, Account and the Simon Collection Account on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders andor, if applicablesubject to Section 3.09(b), on behalf to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the Special Servicer at the expense of the Companion HoldersTrust for the purpose of taking title to one or more REO Properties pursuant to this Agreement. The limited liability company shall be (i) disregarded as an entity separate from the Trust pursuant to Treasury Regulations Section 301.7701-3(b), and (ii) a manager-managed limited liability company, with the Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loan, on behalf of the One Stamford Forum Note B Holder), shall sell any REO Property prior to by the close end of the third calendar year following the year in which the Trust Fund acquires and, if applicable, the One Stamford Forum Note B Holder acquire ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to either of a tax on the Upper-Tier REMIC I or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstandingII. If Regardless of whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the Special Servicer shall act in accordance with the Servicing Standard to liquidate such REO Property on a timely basis. If the Special Servicer is granted such REO Extension or obtains such Opinion of Counsel, the Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)covered by, and be reimbursable as, a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, except as provided in the immediately succeeding sentence, the Special Servicer shall establish and maintain one or more Pool REO Accounts, to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The If such REO Acquisition occurs with respect to any Mortgaged Property securing a Whole Loan, the Special Servicer shall establish an REO Account solely with respect to such property (a "Serviced Whole Loan REO Account"), which may be a sub-account of the Pool REO Account, to be held for the benefit of the Certificateholders and the One Stamford Forum Note B Holder. Each REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in into the related REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the an REO Account may be invested only in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from an REO Account to pay itself, as Additional Special Servicing Compensation in accordance with Section 3.11(d), 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 with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee other parties hereto and if the applicable Master Servicer Serviced Whole Loan is involved, the One Stamford Forum Note B Holder, of the location of the an REO Account when first established and of the new location of the an REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relating to such REO Property. On or prior to By 2:00 p.m., New York City time, on the Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the related REO Account and remit deposit into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as applicable, or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion LoanServiced Whole Loan Custodial Account, as applicable), the aggregate of all amounts received in respect of each such REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the applicable REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of any such REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related REO Propertyfollowing 12-month period. In addition, on or prior to each Determination DateFor purposes of the foregoing, the Special Servicer shall provide Pool REO Account and the applicable Master Servicer with a written accounting of amounts remitted Serviced Whole Loan REO Account correspond to such Master Servicer for deposit in its related the Certificate Account and the Serviced Whole Loan Custodial Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Daterespectively. (d) The 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, the an REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund within two years after REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies, more than sixty days prior to the expiration of such two year period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close second anniversary of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II or the Lower-Tier REMIC III or cause the Upper-Tier any of REMIC I, REMIC II or the Lower-Tier REMIC III to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that in addition to the REO Account; provided, however, that Impound Reserve the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In additionexpenses), on or prior such reserve not to exceed $10,000 with respect to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with such REO Property or to cover a written accounting period of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datemore than twelve months. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of the Loan REMIC, REMIC I or the Lower-Tier REMIC II or cause any of the Upper-Tier Loan REMIC, REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee Trustee, and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee Trustee, the Paying Agent and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC Trust Fund or the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause either the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit deposited in its related the Certificate Account, as applicable, Account on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to by the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I or REMIC II, as applicable, acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I or REMIC II, as applicable, of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" (as defined in Section 860F of the Upper-Tier Code) of any of REMIC I, REMIC II, REMIC III or the Lower-Tier REMIC IV or cause the Upper-Tier any of REMIC I, REMIC II, REMIC III or the Lower-Tier REMIC IV to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell 117 such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the "Impound Reserve")). On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that in addition to the REO Account; provided, however, that Impound Reserve the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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 118 from, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder, as their interests shall appear. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the close end of the third calendar year following the calendar year in which the Trust Fund REMIC I acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an "“REO Extension"”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Special Servicer and the applicable Master Servicer, to the effect that the holding by the Trust Fund REMIC I of such REO Property subsequent to the close end of the such third calendar succeeding year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on “prohibited transactions” (as defined in Section 860F of the Upper-Tier Code) of either of REMIC I or the Lower-Tier REMIC II or cause the Upper-Tier either of REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be an expense payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)Master Servicer. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO AccountsAccount”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s)Holder, as their interest interests shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after upon receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO PropertyProperty within 2 Business Days of receipt. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give written notice to the Trustee Trustee, and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO PropertyProperty (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the “Impound Reserve”)). On or prior to each Determination Datethe last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in addition to the REO Account; providedImpound Reserve, however, that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant improvements replacements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Dateexpenses). (d) The 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, the REO Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersHolder. The Special Servicer, on behalf of the Trust Fund Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee Trustee, the Paying Agent and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee Trustee, the Paying Agent and the applicable Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not cause result in the imposition of a tax taxes on "prohibited transactions" of the Upper-Tier REMIC or Trust Fund, the Loan REMIC, the Lower-Tier REMIC or cause the Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or cause the Loan REMIC, the Lower-Tier REMIC or the LowerUpper-Tier REMIC to fail to qualify as a REMIC at any time that any Loan REMIC Regular Interests, Uncertificated Lower-Tier Interest Interests or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 Business Day after receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to each Determination Date, the Special Servicer shall withdraw from the REO Account and remit to the applicable Master Servicer, which shall deposit into its related Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standards, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Date. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a its nominee thereof on behalf of the Certificateholders and, if applicable, on behalf of the Companion HoldersCertificateholders. The Special Servicer, on behalf of the Trust Fund Servicer shall sell any REO Property prior to by the close end of the third calendar year following beginning after the year in which the Trust Fund acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an extension of time (an "REO Extension") by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer REMIC Administrator an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerREMIC Administrator, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third 112 calendar year following beginning after the year in which such acquisition occurred occurred, will not cause result in the imposition of a tax taxes on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F of the Upper-Tier REMIC or the Lower-Tier REMIC Code or cause the Upper-Tier REMIC I or the Lower-Tier REMIC II to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is Certificates are outstanding. If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such period longer period than the end of the third calendar year beginning after the year that such property was acquired, as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any reasonable expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a3.055(a). Any REO Extension shall be requested by the Special Servicer no later than 60 days before the end of the third calendar year beginning after the year in which the Trust acquired ownership of the related REO Property. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)Certificateholders, for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible AccountAccount and may consist of one account for all the REO Properties. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within 1 two Business Day after Days of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom) and Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. The Special Servicer is authorized to pay out of related Liquidation Proceeds any Liquidation Expenses incurred in respect of an REO Property and outstanding at the time such proceeds are received. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period). The Special Servicer shall give notice to the Trustee and the applicable Master Servicer other parties hereto of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof. (c) The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior to Within one Business Day following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the REO Account and remit deposit into the Certificate Account or deliver to the applicable Master Servicer, Servicer (which shall deposit such amounts into its related the Certificate Account (or such subaccount of the applicable Certificate Account for each Companion Loan, as applicable), Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Due such Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Accountsentence; provided, however, provided that the Special Servicer may retain in such the REO Account, in accordance with the Servicing Standards, Account such portion of such balance proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, maintenance and disposition of the related REO Property (including without limitation the creation of a reasonable reserve for repairs, replacements, leasing, management replacements and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items to be incurred during the related REO Property. In addition, on or prior to each Determination Date, the Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution Datefollowing twelve-month period. (d) The 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, the REO Account pursuant to Section 3.16(b) or (c).

Title to REO Property; REO Account. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or a nominee thereof its nominee, on behalf of the Certificateholders (and, if applicable, on behalf in the case of the Companion Holders. The RREEF Textron Mortgaged Property, also the RREEF Textron B-Note Holder), or, subject to Section 3.09(b), to a single member limited liability company of which the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special Servicer, on behalf Servicer at the expense of the Trust Fund (in the case of an REO Property related to Mortgage Loan other than the RREEF Textron Mortgage Loan) or at the expense of the Trust and the RREEF Textron B-Note Holder (in the case of an REO Property related to the RREEF Textron Mortgage Loan Pair; it being the intention that the RREEF Textron B-Note Holder bear such expense prior to the Trust) for the purpose of taking title to one or more REO Properties pursuant to this Agreement. Any such limited liability company formed by the applicable Special Servicer shall be a manager-managed limited liability company, with such Special Servicer to serve as the initial manager to manage the property of the limited liability company, including any applicable REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any REO Property prior to in accordance with Section 3.18 by the close end of the third calendar year following the year in which the Trust Fund acquires ownership of such the related REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), Property for purposes of Section 860G(a)(8) of the Code, unless the such Special Servicer either (i) applies, more than 60 days prior to the expiration of such liquidation period, and is granted an extension of time (an "REO Extension") by the Internal Revenue Service IRS to sell such REO Property or (ii) obtains for the Trustee and the applicable Master Servicer an Opinion of Counsel, addressed to the Trustee and the applicable Master ServicerTrustee, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close end of the third calendar year following the year in which such acquisition occurred will not cause the imposition result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. Regardless of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If whether the Special Servicer applies for or is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by referred to in clause (ii) of the immediately preceding such sentence, the such Special Servicer shall act in accordance with the Servicing Standard to liquidate the subject REO Property on a timely basis. If such Special Servicer is granted such REO Extension or obtains such Opinion of Counsel with respect to any REO Property, such Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell such subject REO Property within such longer extended period as is permitted by such REO Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the a Special Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of the second third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second third preceding sentence, and for the creation of and the operating of a limited liability company, shall be an expense of the Trust Fund payable out of the applicable Certificate Account pursuant to Section 3.05(a)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 REO Property separate and apart from its own funds and general assets. If an any REO Acquisition shall occuroccurs in respect of any Mortgaged Property, then the applicable Special Servicer shall establish and maintain one or more accounts (collectively, an "REO AccountsAccount"), to be held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf (in the case of an REO Property related to a Mortgage Loan other than the Companion Holder(sRREEF Textron Mortgage Loan Pair) or the Certificateholders and the RREEF Textron B-Note Holder (in the case of an REO Property related to the RREEF Textron Mortgage Loan Pair), in either case as their interest shall appear, and the Trustee (as holder of the Class A-2FL Regular Interest and the Uncertificated Lower-Tier Interests)a collective whole, for the retention of revenues and other proceeds derived from each such REO Property. The Each account that constitutes an REO Account shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the its REO Account, within 1 one Business Day after following receipt, all REO Revenues, Insurance and Proceeds, Condemnation Proceeds and Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, received in respect of an REO Property. Funds in the 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 any Liquidation Expenses incurred in respect of an 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 Trustee and the applicable Master Servicer other parties hereto of the location of the its REO Account when first established and of the new location of the its REO Account prior to any change thereof. (c) The applicable Special Servicer shall withdraw from the its REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the such REO Account relating to such REO Property. On or prior to Monthly within two (2) Business Days following the end of each Determination DateCollection Period, the Special Servicer shall withdraw from the its REO Account and remit 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 the RREEF Textron B-Note Mortgage Loan, into the RREEF Textron B-Note Account), or deliver to the applicable Master Servicer, which shall Servicer for deposit into its related Certificate such Collection Account (or or, to the extent that such subaccount of amounts are allocable to the applicable Certificate Account for each Companion REO Mortgage Loan that was the RREEF Textron B-Note Mortgage Loan, as applicableinto the RREEF Textron B-Note Account), the aggregate of all amounts received in respect of each REO Property during the most recently ended Due Periodsuch Collection Period that are then on deposit in such REO Account, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit sentence; provided that, in the case of each REO Account; providedProperty, however, that the applicable Special Servicer may retain in such its REO Account, in accordance with the Servicing Standards, Account such portion of such balance 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 REO Property (including the creation of a reasonable reserve for repairs, replacements, leasing, management and tenant necessary capital improvements and other related expenses for expenses), such reserve not to exceed an amount sufficient to cover such items reasonably expected to be incurred during the related following 12-month period. For the avoidance of doubt, any such amounts withdrawn from an REO Property. In additionAccount and deposited into the applicable Master Servicer's Collection Account following the end of each Collection Period pursuant to the preceding sentence shall, on or prior upon such deposit, be construed to each Determination Date, the Special Servicer shall provide have been received by the applicable Master Servicer with a written accounting of amounts remitted to during such Master Servicer for deposit in its related Certificate Account, as applicable, on such date. The applicable Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date for the related Distribution DateCollection Period. (d) The 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, the its REO Account pursuant to Section 3.16(b) or (c3.16(c).