Sale of Defaulted Mortgage Loans and REO Properties. (i) Within thirty (30) days after a Defaulted Mortgage Loan has become a Specially Serviced Mortgage Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.
(ii) If any Mortgage Loan and Serviced Companion Loan subject to a Co-Lender Agreement is a Specially Serviced Mortgage Loan or to the extent otherwise required pursuant to the terms of the related Co-Lender Agreement, then the Special Servicer (with respect to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan) shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Co-Lender Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Co-Lender Agreement.
(iii) If any Mortgage Loan not subject to a Co-Lender Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to a Co-Lender Agreement has not previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers for each Defaulte...
Sale of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Mortgage Loan has become a Specially Serviced Mortgage Loan with respect to any Defaulted Mortgage Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard, provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.
Sale of Defaulted Mortgage Loans and REO Properties. (a) The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Whole Loan in accordance with and subject to the provisions of the related Co-Lender Agreement and Section 3.29 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.
Sale of Defaulted Mortgage Loans and REO Properties. (a) The Special Servicer may offer to sell for cash to any Person any REO Property or Defaulted Mortgage Loan. In the case of REO Property, the Special Servicer shall offer to sell such REO Property no later than the time determined by the Special Servicer to be sufficient to result in the sale of such REO Property on or prior to the date specified in Section 8.19(a), and in any event prior to the Rated Final Distribution Date. The Special Servicer shall give the Operating Adviser and the Trustee not less than five days' prior written notice of its intention to sell any such Defaulted Mortgage Loan or REO Property, and in respect of such sale, the Special Servicer shall offer such Defaulted Mortgage Loan or REO Property for sale in a fair auction or other manner as is consistent with the Servicing Standard and shall accept the highest cash bid received in such auction or other procedure from any Person other than an Interested Person for any Defaulted Mortgage Loan or REO Property in an amount, except as otherwise provided in this Section, at least equal to the Purchase Price therefor. In the absence of a bid in an amount at least equal to the Purchase Price (after deducting allocable expenses), the Special Servicer shall accept the highest cash bid received from any Person other than any Interested Person or the Trustee in its individual capacity, unless the Special Servicer has received other bids, the Interested Party's bid is the highest bid, and the Special Servicer (in consultation with the Trustee) determines that acceptance of such bid is in the best interest of the Certificateholders. The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest cash bid if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such bid would be in the best interests of the Certificateholders. In addition, the Special Servicer may accept a lower bid (including a bid lower than the Purchase Price) if it determines, in accordance with the Servicing Standard, that acceptance of such bid would be in the best interests of the Certificateholders (for example, if the prospective buyer making the lower bid is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower bid are more favorable). The Special Servicer shall determine no later than six months prior to the end of the REO Sale Deadline with respect to any REO Property whether a ...
Sale of Defaulted Mortgage Loans and REO Properties. (a) Any of (i) the Master Servicer, (ii) the Special Servicer, (iii) any holder of Certificates evidencing a majority interest in the Controlling Class and (iv) each of the Sellers with respect to the Mortgage Loans it originated, in that order, has the right to purchase from the Trust, at the applicable Purchase Price, those defaulted Mortgage Loans that are at least sixty (60) days delinquent and which the Special Servicer has determined, in its reasonable good faith judgment, in accordance with the Servicing Standard, will become the subject of foreclosure proceedings (other than any such Mortgage Loan that it determines, in its reasonable good faith judgment, in accordance with the Servicing Standard, is in default to avoid a prepayment restriction). In addition, each of the Sellers with respect to the Mortgage Loans it originated, has the right to purchase from the Trust, at the applicable Purchase Price, Mortgage Loans that are in default or as to which default is imminent. If a Seller purchases a Mortgage Loan from the Trust that is not in default or as which default is not imminent and such purchase results in a tax on prohibited transactions as defined in Code Section 860F(a)(2) or a tax on prohibited contributions set forth in Section 860G(d) of the Code, the Seller shall indemnify the Trust for such tax unless such indemnification shall itself result in a tax. The Special Servicer may, after providing notice to the Operating Adviser and the Trustee, subject to the limitations in paragraph (d) below, offer to sell for cash to any Person, for an amount equal to the Purchase Price therefor, any REO Property or Defaulted Mortgage Loan not otherwise purchased pursuant to the prior paragraph (other than any such Mortgage Loan that it determines, in its reasonable good faith judgment, in accordance with the Servicing Standard, is in default to avoid a prepayment restriction), if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interests of the Trust. In the case of REO Property, the Special Servicer shall offer to sell such REO Property no later than the time determined by the Special Servicer to be sufficient to result in the sale of such REO Property on or prior to the date specified in Section 9.15 and in any event prior to the Final Rated Distribution Date. The Special Servicer shall give the Operating Adviser, the Master Servicer and the Trustee not less than five days...
Sale of Defaulted Mortgage Loans and REO Properties. (a) The Master Servicer, the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property only (i) on the terms and subject to the conditions set forth in this Section 3.18, (ii) as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement or (iii) in the case of a Mortgage Loan (or REO Property related thereto) with a related mezzanine loan, in connection with a Mortgage Loan default if and as set forth in the related intercreditor agreement.
Sale of Defaulted Mortgage Loans and REO Properties. Each of the Servicer and the Special Servicer may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property only on the terms and subject to the conditions set forth in this Section 3.18 or as otherwise expressly provided in or contemplated by Section 2.03(b) and Section 9.01.
Sale of Defaulted Mortgage Loans and REO Properties. Neither the Master Servicer nor the Special Servicer is permitted to sell or purchase, or permit the sale or purchase of, a Defaulted Mortgage Loan unless the terms and conditions set forth in this Section 9.36 or those set forth in or contemplated by Section 2.3 and Section 10.1, as applicable, are satisfied. Notwithstanding the foregoing, the Master Servicer and the Special Servicer hereby acknowledge and agree to comply in all respects with and enforce on behalf of the Trust the (i) cure rights and purchase rights of the holder of the B Note provided for in Sections 10 and 11, respectively, of the Intercreditor Agreement relating to the Mortgage Loan designated as Mortgage Loan No. 1 on the Mortgage Loan Schedule and (ii) purchase rights provided for in Section 11 of the Intercreditor Agreement relating to the Mortgage Loan designated as Mortgage Loan No. 41 on the Mortgage Loan Schedule, in each case, relating to the failure by a Mortgagor to make any payment of principal or interest on the related Mortgage Loan (that is, the A Note) by the end of the applicable grace period.
Sale of Defaulted Mortgage Loans and REO Properties. (a) The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property only on the terms and subject to the conditions set forth in this Section 3.18 or as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01.
(b) If the Special Servicer has determined, in its good faith and reasonable judgment, that any Defaulted Mortgage Loan will become the subject of a foreclosure sale or similar proceeding, and that the sale of such Mortgage Loan under the circumstances provided in this Section 3.18(b) or in Section 3.18(c) is in accordance with the Servicing Standard, then the Special Servicer shall promptly so notify in writing the Trustee and the Master Servicer, and the Trustee shall, within ten (10) days after receipt of such notice, notify all the Certificateholders of the Controlling Class. The Majority Certificateholder of the Controlling Class may at its or their option purchase from the Trust, at a price equal to the applicable Purchase Price, any such Defaulted Mortgage Loan. The Purchase Price for any Mortgage Loan purchased under this paragraph (b) shall be deposited into the Collection Account, and the Trustee, upon receipt of an Officer's Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the
Sale of Defaulted Mortgage Loans and REO Properties
