Common use of SALE OF FORECLOSED COLLATERAL Clause in Contracts

SALE OF FORECLOSED COLLATERAL. (a) Promptly after the acquisition of a Foreclosed Collateral by the Special Servicer in the name of and on behalf of the Trustee, the Special Servicer shall on behalf of the Trustee obtain a full narrative Appraisal of the related Underlying Properties (unless there exists and is available to the Special Servicer a full narrative Appraisal of the relevant properties performed within the last twelve (12) months and the Special Servicer is not aware of any circumstance that would materially and adversely affect the value of such properties as set forth in such appraisal), the cost of which shall be reimbursed from the REO Property Account and until reimbursed shall constitute an Advance in order to determine the fair market value of such properties and shall provide copies of such appraisal to the Trustee and the Issuer. The Special Servicer may offer to sell to any Person all or part of the Foreclosed Collateral, if and when the Special Servicer determines, consistent with the Servicing Standards, that such a sale would be in the best economic interests of the Holders. The Special Servicer shall give the Trustee not less than five (5) days' prior written notice of its intention to sell any Foreclosed Collateral and shall accept the highest cash offer received from any Person (which Person shall certify in its offer as to whether it is an Interested Person) for the Foreclosed Collateral that is not less than the fair market value of the Foreclosed Collateral based on the most recent full narrative Appraisal of the related Underlying Properties. In the absence of any such offer, the Special Servicer shall offer the Foreclosed Collateral for sale to any Person other than an Interested Person, in a commercially reasonable manner for a period of not less than thirty (30) days nor more than such period as shall be determined by the Special Servicer in accordance with the Servicing Standards, and shall accept the highest cash offer received therefor in excess of the highest cash offer previously submitted. If no such offer is received, any Interested Person may submit an offer for no less than the fair market value of the Foreclosed Collateral based on the most recent full narrative Appraisal of the related Underlying Properties and the Special Servicer shall accept the highest outstanding cash offer, regardless of from whom received and regardless of its amount. No Interested Person shall be obligated to submit an offer to purchase any Foreclosed Collateral, and notwithstanding anything to the contrary herein, neither the Trustee in its individual capacity nor any of its Affiliates may offer to purchase or purchase any Foreclosed Collateral.