Common use of Title to REO Property Clause in Contracts

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE"), unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSION") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall deposit, or cause to be deposited, in the Collection Account, or shall deliver to the Master Servicer (which shall deposit such amounts into the Collection Account), upon receipt, all REO Income (net of the fees of any property manager and net of any expenses payable therefrom), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject to withdrawal by the Master Servicer pursuant to Section 5.2.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee or its nominee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE"), unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSION") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall depositsegregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an "REO Account"), each of which shall be an Eligible Account and shall be entitled "LaSalle Bank National Association, as Trustee for the Holders of Xxxxxx Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1, REO Account." The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account. The Special Servicer shall deposit or cause to be deposited, deposited in the Collection AccountREO Account within one Business Day after receipt all REO Income, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property, including: 150 (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property; and (iv) all costs and expenses necessary to maintain, protect, manage, operate, repair, sell or restore such REO Property. To the extent that amounts on deposit in the related REO Account are insufficient for the purposes set forth in clauses (i) - (iv) above with respect to such REO Property, the Master Servicer (at the direction of the Special Servicer) shall deliver advance from its own funds as a Servicing Advance such amount as is necessary for such purposes unless such advances would, if made, constitute Nonrecoverable Advances. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection Account on a monthly basis one Business Day after the Determination Date the REO Income received or collected from each REO Property (net of expenses), except that in determining the amount of such REO Income, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. (c) Funds in the REO Account may be invested and, if invested, shall be invested by, and at the risk of, the Special Servicer in Eligible Investments selected by the Special Servicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the day such funds are required to be withdrawn, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of Orix Real Estate Capital Markets, LLC, as Special Servicer, in trust for LaSalle Bank National Association, as Trustee for the Holders of the Xxxxxx Financial Commercial Mortgage Asset Corp., Mortgage Pass-Through Certificates, Series 2000 PH-1, REO Account." None of the Depositor, the Mortgagors, the Master Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not needed to offset losses from other investments) shall be paid to the Special Servicer as Additional Special Servicing Compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Special Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the REO Account out of its own funds no later than the next succeeding Master Servicer Remittance Date. Except as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or if a default occurs in any other performance required under any Eligible Investment, the Trustee or the Special Servicer may take 151 such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings; provided, however, that if the Special Servicer shall have deposited in the REO Account an amount equal to all amounts into the Collection Account), upon receipt, all REO Income due under any such Eligible Investment (net of anticipated income or earnings thereon that would have been payable to the fees of any property manager and net of any expenses payable therefromSpecial Servicer as additional servicing compensation), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject the Special Servicer shall have the sole right to withdrawal by the Master Servicer pursuant to Section 5.2enforce such payment or performance.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which within two years after the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE")Code, unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadlineexpiration of such two-year period, and is subsequently granted an extension of time (an "REO EXTENSIONExtension") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline second anniversary of such acquisition will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline longer than two years as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall deposit, or cause to be deposited, in the Collection Account, or shall deliver to the Master Servicer (which shall deposit such amounts into the Collection Account), upon receipt, all REO Income (net of the fees of any property manager and net of any expenses payable therefrom), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject to withdrawal by the Master Servicer pursuant to Section 5.2.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee or its nominee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE"), unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSION") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by 125 the Trust Fund of such REO Property subsequent to the REO Sale Deadline will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall depositsegregate and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an "REO Account"), each of which shall be an Eligible Account and shall be entitled "Norwest Bank Minnesota, National Association, as Trustee for the Holders of Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-FNV1, REO Account." The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account. The Special Servicer shall deposit or cause to be deposited, deposited in the Collection AccountREO Account within one Business Day after receipt all REO Income, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property, including: (i) all insurance premiums due and payable in respect of such REO Property; (ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; (iii) any ground rents in respect of such REO Property; and (iv) all costs and expenses necessary to maintain, protect, manage, operate, repair, sell or restore such REO Property. To the extent that amounts on deposit in the related REO Account are insufficient for the purposes set forth in clauses (i) - (iv) above with respect to such REO Property, the Master Servicer (at the direction of the Special Servicer) shall deliver advance from its own funds as a Servicing Advance such amount as is necessary for such purposes unless such advances would, if made, constitute Nonrecoverable Advances; provided, however, that the Master Servicer (at the direction of the Special Servicer) shall make any such Servicing Advance if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings and such advance shall be deemed to constitute a Nonrecoverable Servicing Advance. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for deposit into the Collection Account on a monthly basis prior to or on the related Due Date the REO Income received or collected from each REO Property (net of expenses), except that in determining the amount of such REO Income, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. Funds in the REO Account may be invested and, if invested, shall be invested by, and at the risk of, the Special Servicer in Eligible Investments selected by the Special Servicer which shall mature, unless payable on demand, not later than the Business Day immediately preceding the day such funds are required to be withdrawn, and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of "Banc One Mortgage Capital Markets, LLC, in trust for Norwest Bank Minnesota, National Association, as Trustee for the Holders of the Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-FNV1." None of the Depositor, the Mortgagors, the Master Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not needed to offset losses from other investments) shall be paid to the Special Servicer as Additional Special Servicing Compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Special Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the REO Account out of its own funds no later than the next succeeding Master Servicer Remittance Date. Except as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or if a default occurs in any other performance required under any Eligible Investment, the Trustee or the Special Servicer may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings; provided, however, that if the Special Servicer shall have deposited in the REO Account an amount equal to all amounts into the Collection Account), upon receipt, all REO Income due under any such Eligible Investment (net of anticipated income or earnings thereon that would have been payable to the fees of any property manager and net of any expenses payable therefromSpecial Servicer as additional servicing compensation), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject the Special Servicer shall have the sole right to withdrawal by the Master Servicer pursuant to Section 5.2enforce such payment or performance.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which the Trust Fund acquires ownership of such REO Property (such date, the "REO Sale Deadline") for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE")Code, unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSIONExtension") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period extending beyond the REO Sale Deadline as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall deposit, or cause to be deposited, in the Collection Account, or shall deliver remit to the Master Servicer (which shall deposit such amounts into the Collection Account), upon receipton a monthly basis prior to the Master Servicer Remittance Date, all REO Income (net of the fees of any property manager and net of any expenses payable therefrom), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject to withdrawal by the Master Servicer pursuant to Section 5.2.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of the Trustee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINESale Deadline"), unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSIONExtension") by the Internal Revenue Service to sell such REO Property, or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Account pursuant to Section 5.2. (b) The Special Servicer shall deposit, or cause to be deposited, in the Collection Account, or shall deliver to the Master Servicer (which shall deposit such amounts into the Collection Account), upon receipt, all REO Income (net of the fees of any property manager and net of any 131 expenses payable therefrom), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject to withdrawal by the Master Servicer pursuant to Section 5.2.

Title to REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued in the name of to the Trustee on behalf of the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall in accordance with Section 8.31 attempt to sell any REO Property for cash by the close of the third taxable year of the REMIC following the taxable year in which within two years after the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code (such date, the "REO SALE DEADLINE")Code, unless the Special Servicer either (i) applies for, more than 60 days prior to the REO Sale Deadline, and is subsequently granted an extension of time (an "REO EXTENSIONExtension") by the Internal Revenue Service to sell such REO Property, Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to the REO Sale Deadline second anniversary of such acquisition will not result in the imposition of taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Special Servicer is granted 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 attempt to sell such REO Property within such period beyond the REO Sale Deadline longer than two years as is permitted by such REO Extension or is contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Collection Certificate Account pursuant to Section 5.23.05(a). (b) The Special Servicer shall deposit, or cause to be deposited, in the Collection Certificate Account, or shall deliver to the Master Servicer (which shall deposit such amounts into the Collection Certificate Account), upon receipt, all REO Income Revenues (net of the fees of any property manager and net of any expenses payable therefrom), Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property, subject to withdrawal by the Master Servicer pursuant to Section 5.23.05(a).