Common use of Sale of Foreclosed Property Clause in Contracts

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner or Companion Loan Holders with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the either Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner or Companion Loan Holders with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing PracticesPractices and the REMIC Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.15. (b) [ReservedIf the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion Loan Holders, as a collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions.] (c) Subject to the consent rights of any applicable Consenting Party and the non-binding consultation rights of any applicable Consulting Partythe Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party and (during a Note A-B Control Appraisal Period) the holders of the Companion Loan or their representatives, to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable to for such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) bid that it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall will be required to determine the fairness of if the highest offer cash bid is a fair price based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party the Directing Holder and any the non-binding consultation rights of any applicable Consulting the Risk Retention Consultation Party, and (during a Note A-B Control Appraisal Period) the non-binding consultation rights the holders of the Companion Loans or their representatives, set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders constituted a single lenderlender (taking into consideration the relative subordination of the Trust A-B Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, taking into consideration the relative subordination of the Trust A-B Note). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and place as if any other bidder. Any such Trust Interest Owners and Companion Loan Holders constituted a single lender)determination by the Trustee will be binding on all parties. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders or the Certificateholders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersTrust) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust FundCompanion Loan Holders, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from Trustee, the Special Servicer) to Certificate Administrator and the Companion Loan Holders, the Trustee and the Certificate Administrator Holders a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.,

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any the Foreclosed Property as expeditiously as appropriate on a servicing released basis in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and Section 12.2(b) and subject to Section 12.2(c). (b) [Reserved.] (c) Subject to the consent or consultation rights of any applicable Consenting Party the Controlling Class Representative set forth in Section 6.5 and the consultation rights of any applicable Consulting Partythe Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding Controlling Class Representative and the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyOperating Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (gf) The Special Servicer shall prepare be required to deliver to the Servicer such reports and file on a timely basis other information as the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income Servicer needs in respect of the Mortgage Loan required by Section 6050P of the Codeits sole discretion to perform its obligations under this Agreement.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Senior Pari Passu Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, shall sell any Foreclosed Property in accordance with Accepted Servicing Practices and the REMIC Provisions, in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and REMIC regulations and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations operation of the Foreclosed Property in accordance with Accepted Servicing Practices Property, all on terms and in for such period as the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate Servicer deems to be in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Senior Pari Passu Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Senior Pari Passu Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Partythe Directing Holder to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Par Purchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyMortgage Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyMortgage Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partythe Directing Holder set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Senior Pari Passu Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Fund or the Certificateholders and the Senior Pari Passu Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust Fund, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a3.4(b). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Trustee, the extent received from the Special Servicer) to the Senior Pari Passu Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.,

Sale of Foreclosed Property. (a) In the event that title to the any Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest OwnersOwners and the Companion Loan Holder(s), as a collective whole as if such Trust Interest Owners and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved].] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders Holder(s) constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, Administrator or the Trust Interest Owners or the Companion Loan Holders Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersHolder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner or the Companion Loan Holders Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer, and the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan HoldersHolder(s), the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersHolder(s), the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property Properties required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the any Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest OwnersCertificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Operating Advisor, the Certificateholders or the Companion Loan Holders Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersHolder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or Trustee, the Certificate Administrator or the Operating Advisor shall have any liability to any Trust Interest Owner Certificateholder or Companion Loan Holders Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Operating Advisor (if not previously made available on the Certificate Administrator’s Website) and to the Servicer, and the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan HoldersHolder(s), the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Allocated Mortgage Loan Amount of the Mortgage Loan, calculated from the date of acquisition to the disposition datesuch Foreclosed Property, and (v) such other information as the Companion Loan HoldersHolder(s), the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property Properties required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Senior Pari Passu Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, shall sell any Foreclosed Property in accordance with Accepted Servicing Practices and the REMIC Provisions, in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust and the Senior Pari Passu Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations operation of the Foreclosed Property in accordance with Accepted Servicing Practices Property, all on terms and in for such period as the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate Servicer deems to be in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Senior Pari Passu Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Senior Pari Passu Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Partythe Directing Holder to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Par Purchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyMortgage Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyMortgage Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partythe Directing Holder set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Senior Pari Passu Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Fund or the Certificateholders and the Senior Pari Passu Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust Fund, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a3.4(b). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Trustee, the extent received from the Special Servicer) to the Senior Pari Passu Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Senior Pari Passu Companion Loan Holders, the Trustee Holders or the Certificate Administrator may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan and each Senior Pari Passu Companion Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest OwnersCertificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved].] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Operating Advisor, the Certificateholders or the Companion Loan Holders Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersHolder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or Trustee, the Certificate Administrator or the Operating Advisor shall have any liability to any Trust Interest Owner Certificateholder or Companion Loan Holders Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Operating Advisor (if not previously made available on the Certificate Administrator’s Website) and to the Servicer, and the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan HoldersHolder(s), the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersHolder(s), the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersFund, shall sell any the Foreclosed Property on a servicing released basis as expeditiously as appropriate in accordance with Accepted Servicing PracticesPractices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and subject to Section 12.2. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the or consultation rights of any applicable Consulting Partythe Controlling Class Representative set forth in Section 6.5, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Par Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyControlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account that the B Notes are junior to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account that the B Notes are junior to the A Notes). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders Holders) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest OwnersCertificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved].] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersHolder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner Certificateholder or Companion Loan Holders Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan HoldersHolder(s), the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersHolder(s), the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any the Foreclosed Property on a servicing released basis as expeditiously as appropriate in accordance with Accepted Servicing PracticesPractices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and subject to Section 12.2. (b) [Reserved.] (c) Subject to the consent or consultation rights of any applicable Consenting Party the Controlling Class Representative set forth in Section 6.5 and the consultation rights of any applicable Consulting Partythe Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding Controlling Class Representative and the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyOperating Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (gf) The Special Servicer shall prepare be required to deliver to the Servicer such reports and file on a timely basis other information as the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income Servicer needs in respect of the Mortgage Loan required by Section 6050P of the Codeits sole discretion to perform its obligations under this Agreement.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate operation thereof in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the non-binding consultation rights of any applicable Consulting Partythe Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is the Borrower, an Interested Person affiliate of the Borrower, the Servicer, the Special Servicer, any Certificateholder (or any Certificateholderof their respective Affiliates), then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party the Directing Holder and any the non-binding consultation rights of any applicable Consulting Partythe Risk Retention Consultation Party set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders or the Certificateholders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust FundCompanion Loan Holders, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from Trustee, the Special Servicer) to Certificate Administrator and the Companion Loan Holders, the Trustee and the Certificate Administrator Holders a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersTrustee, the Trustee or the Certificate Administrator or the Companion Loan Holders may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Whole Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate operation thereof in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the non-binding consultation rights of any applicable Consulting Partythe Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is the Borrower, an Interested Person affiliate of the Borrower, a Restricted Holder, the Ground Lessee, the Servicer, the Special Servicer or any CertificateholderCertificateholder (or any of their respective Affiliates), then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party the Directing Holder and any the non-binding consultation rights of any applicable Consulting Partythe Risk Retention Consultation Party set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders or the Certificateholders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust FundCompanion Loan Holders, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from Trustee, the Special Servicer) to Certificate Administrator and the Companion Loan Holders, the Trustee and the Certificate Administrator Holders a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersTrustee, the Trustee or the Certificate Administrator or the Companion Loan Holders may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Whole Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In Promptly after the event that title to the acquisition of a Foreclosed Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name on behalf of the Trustee, or its nominee (which shall not include the Special Servicer), Servicer shall on behalf of the Trust Trustee obtain a full narrative appraisal of such Foreclosed Property from an appraiser (unless there exists and is available to the Special Servicer a full narrative appraisal of such Mortgaged Property performed within the last twelve (12) months and the Companion Loan Holders Special Servicer is not aware of any circumstance that would materially and adversely affect the value of such Mortgaged Property as set forth in such appraisal), the cost of which shall be paid and reimbursed as a Property Protection Advance in order to determine the fair market value of such Foreclosed Property and shall provide copies of such appraisal to the Trustee and the Issuer. The Special Servicer may offer to sell to any Person one or as otherwise contemplated pursuant to Section 8.10more of the Foreclosed Properties, 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 be empowered, subject give the Trustee not less than five (5) days' prior written notice of its intention to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any person. However, Person (which Person shall certify in no event may such its offer be less than as to whether it is an amount Interested Person) for the Foreclosed Property that at least equals the sum of (i) the Allocated Amount for such Foreclosed Property, plus (ii) all unpaid interest accrued on Notes (based on the weighted average interest rate of the Notes) representing a principal amount equal to the portion Allocated Amount (or in the event of the Repurchase Price attributable sale of more than one Foreclosed Property, the aggregate amount of the Allocated Amounts of all such Foreclosed Properties) from time to time through the date of sale, plus (iii) all amounts owed to the Servicer, the Special Servicer and the Trustee hereunder and the Manager with respect to such Foreclosed Property, and all reasonably estimated Liquidation Expenses. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other received from any Person that is not less than from an Interested Person) that it determines is a the fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness market value of the highest offer based upon an independent Foreclosed Property as set forth in the most recent full narrative appraisal obtained at the expense (prepared by a Qualified Appraiser) of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the such Foreclosed Property, which such expert shall be selected with reasonable care by . In the Trustee for the sole purpose absence of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partyoffer, the Special Servicer shall offer the Foreclosed Property for sale to any Person other than an Interested Person, in a commercially reasonable manner for a period of not less than ten (10) days nor more than such period as shall be obligated to accept the higher cash offer if determined by the Special Servicer determines, in accordance with Accepted the Servicing PracticesStandards, that rejection 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 sum of (i) the Allocated Amount of such offer would be Foreclosed Property, plus (ii) all unpaid interest accrued on the Notes (based on the weighted average interest rate of the Notes) representing a principal amount equal to the Allocated Amount (or in the best interests event of the Trust Interest Owners sale of more than one Foreclosed Property, the aggregate amount of the Allocated Amounts of all such Foreclosed 117 126 Properties) and (iii) all other amounts due under the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender)Security Documents, 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 Property, and notwithstanding anything to the contrary herein, neither the Trustee in its individual capacity nor any of its Affiliates may accept a lower cash offer (from to purchase or purchase any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders constituted a single lender)Foreclosed Property. (db) Subject to the provisions of Sections 3.14 and Section 12.27.9, the Special Servicer shall act on behalf of the Trust and Trustee for the Companion Loan benefit of the Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed PropertyProperties, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without warranty by, or recourse to the Depositorto, the TrustTrustee, the Trust FundIssuer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Holders or the Companion Loan Holders any other Person (except that for such warranties of title and condition as may be customary under the circumstances of any contract of sale and assignment and conveyance documents may contain customary warrantiessuch sale) and, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms provisions of this AgreementSection 7.10, none of neither the DepositorTrustee, the TrustIssuer, the Trust Fund, the Servicer, Servicer nor the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Holder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ec) The proceeds of any sale effected pursuant to this Section 3.157.10(a), after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection REO Property Account in accordance with Section 3.4(a)7.6. (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate operation thereof in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the non-binding consultation rights of any applicable Consulting Partythe Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is the Borrower, an Interested Person affiliate of the Borrower, the Servicer, the Special Servicer, any Certificateholder (or any Certificateholderof their respective Affiliates), then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party the Directing Holder and any the non-binding consultation rights of any applicable Consulting Partythe Risk Retention Consultation Party set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders or the Certificateholders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust FundCompanion Loan Holders, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from Trustee, the Special Servicer) to Certificate Administrator and the Companion Loan Holders, the Trustee and the Certificate Administrator Holders a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersTrustee, the Trustee or the Certificate Administrator or the Companion Loan Holders may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Whole Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any the Foreclosed Property as expeditiously as appropriate on a servicing released basis in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and Section 12.2(b) and subject to Section 12.2(c). (b) [Reserved.] (c) Subject to the consent or consultation rights of any applicable Consenting Party the Controlling Class Representative set forth in Section 6.5 and the consultation rights of any applicable Consulting Partythe Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding Controlling Class Representative and the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyOperating Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (gf) The Upon the Servicer’s written request, the Special Servicer shall prepare deliver to the Servicer such reports and file on other information in its possession or reasonably obtainable by the Special Servicer as the Servicer needs in its reasonable discretion to perform its obligations under this Agreement. In no event shall the Special Servicer be required to deliver a timely basis the reports summary of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Codeany interim or draft Asset Status Report.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Holders of the Houston Galleria Mall Trust 2015-HGLR, Commercial Mortgage Pass-Through Certificates, Series 2015-HGLR, and the Companion Loan Holders, or its their nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender) and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations operation of the any Foreclosed Property in accordance with Accepted Servicing Practices and Practices, all on such terms as the Special Servicer deems to be in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust Certificateholders and the Companion Loan HoldersHolders (as a collective whole, shall sell any Foreclosed Property as expeditiously as appropriate in accordance if such Certificateholders and the Companion Loan Holders constituted a single lender) and consistent with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the The Special Servicer shall accept the highest cash offer for Foreclosed Property received from any personPerson. However, in no event may such offer be less than an amount at least equal to the sum of (i) the portion of the Repurchase Price attributable outstanding principal balance of the Mortgage Loan with respect to such Foreclosed Property plus (ii) unreimbursed Advances and interest thereon, and fees and amounts owed to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with respect to such Foreclosed Property, and all unpaid interest, if any, accrued with respect to the outstanding principal balance of the Mortgage Loan with respect to such Foreclosed Property through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer bid based upon such Appraisal or, if no Appraisal has been obtained within the last 9 months, based on an independent appraisal Appraisal obtained at the expense of the Trust; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party Independent Appraiser expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Propertycomparable properties, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trusta Trust Fund Expense. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partyforegoing, the Special Servicer shall not be obligated to accept the higher highest cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person Person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholder and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders constituted a single lender). Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.211.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the Trustee, Trust or the Certificate Administrator, the Trust Interest Owners or Certificateholders and the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersTrust) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the Trust, the Trust Fund, the Servicer, Certificate Administrator or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage LoanLoan immediately prior to the acquisition of the Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion Loan Holders, the Trustee Holders or the Certificate Administrator may reasonably request. (g) The If the Mortgage Loan is a Specially Serviced Mortgage Loan or the Property becomes Foreclosed Property, the Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan and each Companion Loan required by Section 6050P of the Code. (h) The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its sole discretion to perform its obligations under this Agreement.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent and consultation rights of any applicable Consenting Party the Controlling Class Representative and the consultation rights of any applicable Consulting the Risk Retention Consultation Party, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partythe Risk Retention Consultation Party and consent and consultation rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, whole as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender and taking into account the subordinate nature of the Junior Trust Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, whole as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender and taking into account the subordinate nature of the Junior Trust Note). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner Certificateholder or Companion Loan Holders Holder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate operation thereof in accordance with Accepted Servicing Practices, but all on terms and for such period as the Special Servicer deems to be in no event later than the time period set forth in Section 12.2 hereof in best interest of the Certificateholders and the Companion Loan Holders, as a manner provided under this Section 3.15collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the non-binding consultation rights of any applicable Consulting Partythe Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is the Borrower, an Interested Person affiliate of the Borrower, a Restricted Holder, the Servicer, the Special Servicer or any CertificateholderCertificateholder (or any of their respective Affiliates), then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and foregoing, but, during any Subordinate Control Period, subject to any applicable the consent rights of any applicable Consenting Party the Directing Holder and any the non-binding consultation rights of any applicable Consulting Partythe Risk Retention Consultation Party set forth in Section 9.3 herein, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property. (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders or the Certificateholders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the TrustCertificate Administrator, the Trust FundCompanion Loan Holders, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report provided by the Servicer or the Special Servicer) , the Special Servicer shall provide to the Servicer who shall provide (to Servicer, the extent received from Trustee, the Special Servicer) to Certificate Administrator and the Companion Loan Holders, the Trustee and the Certificate Administrator Holders a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersTrustee, the Trustee or the Certificate Administrator or the Companion Loan Holders may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Whole Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest OwnersCertificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). (d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners Operating Advisor, the Certificateholders or the Companion Loan Holders Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersHolder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or Trustee, the Certificate Administrator or the Operating Advisor shall have any liability to any Trust Interest Owner Certificateholder or Companion Loan Holders Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan HoldersHolder(s), the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan HoldersHolder(s), the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder in foreclosure or by deed-in-deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders Holder or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust Fund and the Companion Loan HoldersHolder, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing PracticesSection 3.14(a), but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.15. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the The Special Servicer shall accept the highest cash offer bid for any Foreclosed Property received from any person. However, in no event may such offer bid be less than an amount at least equal to the portion of the Repurchase Price attributable related to such Foreclosed PropertyProperty through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that bid which it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest offeror bidder is the Borrower, an Interested Person affiliate of the Borrower, the Servicer, the Special Servicer, any Certificateholder (or any Certificateholderof their respective Affiliates), then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal obtained at the expense of the TrustAppraisal; provided, provided that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties loans similar to the Foreclosed PropertyWhole Loan, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed PropertyWhole Loan; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the TrustTrust Fund. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Partyforegoing, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliateaffiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder (as a collective whole, as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder constituted a single lender). (dc) Subject to the provisions of Sections 3.14 and Section 12.211.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of a any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Trust, the Trust FundCertificate Administrator, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust Certificateholders and the Companion Loan HoldersHolder (except such recourse to the Trust Fund and the Companion Loan Holder imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Certificate Administrator, the Depositor, the Trust, the Trust Fund, the Servicer, Servicer or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a any Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holder and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the such Foreclosed Property, including, without limitation, (i) the date the such Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Loan Principal Balance of the Mortgage Loansuch Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion Loan Holders, the Trustee Holder or the Certificate Administrator may reasonably request. (gf) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Trust Loan and the Companion Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any the Foreclosed Property on a servicing released basis as expeditiously as appropriate in accordance with Accepted Servicing PracticesPractices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and subject to Section 12.2. (b) [Reserved.] (c) Subject to the consent or consultation rights of any applicable Consenting Party the Controlling Class Representative set forth in Section 6.5 and the consultation rights of any applicable Consulting Partythe Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding Controlling Class Representative and the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyOperating Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (f) The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its sole discretion to perform its obligations under this Agreement. (g) The In connection with the acquisition of the Foreclosed Property pursuant to Section 3.15(b), if the value (as determined by an Appraisal obtained by the Special Servicer at the time of such foreclosure, the cost of which shall prepare and file be paid by the Servicer as a Property Protection Advance) of such Foreclosed Property on a timely basis the reports date of foreclosures and abandonments the completion of the transfer of the last remaining portion of the Property required by Section 6050J foreclosure is less than the estimated Excess Liquidation Purchase Price as of that date, then the Holders or Beneficial Owners of Certificates representing more than 50% of the Code and the reports of discharges of indebtedness income in respect Certificate Balance (without regard to Appraisal Reduction Amounts or Realized Losses) of the Mortgage Loan required by Section 6050P Class HRR Certificates (the “Excess Liquidation Proceeds Option Holder”) will have the right to exercise the option (referred to herein as, the “Excess Liquidation Proceeds Option”) to acquire all of the Codeinterests in the Foreclosed Property (or, if the Special Servicer has transferred the entire Foreclosed Property to a Foreclosure LLC, all of the interests in Foreclosure LLC) for the Excess Liquidation Purchase Price. The Excess Liquidation Proceeds Option shall be assignable only to an Affiliate of such Excess Liquidation Proceeds Option Holder. The Excess Liquidation Proceeds Option may be cash settled on the closing date of a sale of all of the Foreclosed Property to a third-party purchaser if the Net Liquidation Proceeds realized in connection with such sale exceed the Excess Liquidation Purchase Price by 5%. Upon the closing any qualifying sale, the Servicer or the Special Servicer, as applicable, shall deliver, or shall cause the Foreclosure LLC to deliver, to the Excess Liquidation Proceeds Option Holder a cash settlement amount equal to the excess of the Net Liquidation Proceeds over the Excess Liquidation Purchase Price.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersFund, shall sell any the Foreclosed Property on a servicing released basis as expeditiously as appropriate in accordance with Accepted Servicing PracticesPractices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders and not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and subject to Section 12.2. (b) [Reserved.] (c) Subject to the consent rights of any applicable Consenting Party and the or consultation rights of any applicable Consulting Partythe Controlling Class Representative set forth in Section 6.5, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Par Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Personthe Trustee, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyControlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account that Note B is junior to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account that Note B is junior to the A Notes). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust Fund, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders Holders) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any the Foreclosed Property as expeditiously as appropriate on a servicing released basis in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof Rated Final Distribution Date in a manner provided under this Section 3.153.15 and Section 12.2(b) and subject to Section 12.2(c). (b) [Reserved.] (c) Subject to the consent or consultation rights of any applicable Consenting Party the Controlling Class Representative set forth in Section 6.5 and the consultation rights of any applicable Consulting Partythe Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash offer bid for the Foreclosed Property received from any person. However, in no event may such offer be less than an amount person that is at least equal to the portion of the Repurchase Price attributable to such the Foreclosed Property. In Notwithstanding the foregoing, in the absence of any such offerbid, the Special Servicer shall accept the highest cash offer (bid, if the highest offeror is a Person other than from an Interested Person, that the Special Servicer (or the Trustee as provided in the next sentence) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror bidder is an Interested Person or any CertificateholderPerson, then the Trustee shall determine the fairness of the highest offer bid based upon an independent appraisal Appraisal (which may be an Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust; providedTrust Fund, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, and the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation conclusively rely on the opinion of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination Appraisal and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it firstbinding upon all parties. The requirements of this Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, by the Servicer as an Advance, and subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense rights of the Trust. Notwithstanding Controlling Class Representative and the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting PartyOperating Advisor, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an AffiliateInterested Person) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note). Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any affiliate of the foregoing shall be entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative shall for all purposes be considered an Interested Person. (dc) Subject to the provisions of Sections 3.14 and Section 12.23.14, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any a Foreclosed Property shall be without recourse to the DepositorCertificate Administrator, the TrustTrustee, the Trust FundDepositor, the Servicer, the Special Servicer, the TrusteeTrust, the Certificate Administrator, the Trust Interest Owners Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan HoldersFund) and if consummated in accordance with the terms of this Agreement, none of the DepositorCertificate Administrator, the TrustTrustee, the Trust Fund, the Servicer, Depositor or the Special Servicer, the Trustee or the Certificate Administrator Servicer shall have any liability to any Trust Interest Owner or Companion Loan Holders Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (ed) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (fe) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to Trustee, the Companion Loan Holders, the Trustee Holders and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance Repurchase Price of the Mortgage LoanForeclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request. (f) The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs in its sole discretion to perform its obligations under this Agreement. (g) The In connection with the acquisition of the Foreclosed Property pursuant to Section 3.15(b), if the value (as determined by an Appraisal obtained by the Special Servicer at the time of such foreclosure, the cost of which shall prepare and file be paid by the Servicer as a Property Protection Advance) of such Foreclosed Property on a timely basis the reports date of foreclosures and abandonments the completion of the transfer of the last remaining portion of the Property required by Section 6050J foreclosure is less than the estimated Excess Liquidation Purchase Price as of that date, then the Holders or Beneficial Owners of Certificates representing more than 50% of the Code and the reports of discharges of indebtedness income in respect Certificate Balance (without regard to Appraisal Reduction Amounts or Realized Losses) of the Mortgage Loan required by Section 6050P Class HRR Certificates (the “Excess Liquidation Proceeds Option Holder”) will have the right to exercise the option (referred to herein as, the “Excess Liquidation Proceeds Option”) to acquire all of the Codeinterests in the Foreclosed Property (or, if the Special Servicer has transferred the entire Foreclosed Property to a Foreclosure LLC, all of the interests in Foreclosure LLC) for the Excess Liquidation Purchase Price. The Excess Liquidation Proceeds Option shall be assignable only to an Affiliate of such Excess Liquidation Proceeds Option Holder. For federal income tax purposes, the Excess Liquidation Proceeds Option will not be an asset of either Trust REMIC and will not represent an interest in either Trust REMIC. Upon the closing of any qualifying sale, the Special Servicer shall deliver, or shall cause the Foreclosure LLC to deliver, to the Excess Liquidation Proceeds Option Holder a cash settlement amount equal to the excess of the Net Liquidation Proceeds over the Excess Liquidation Purchase Price. For the avoidance of doubt, any such cash settlement amount shall not be treated as an asset of, an interest in or a distribution from either Trust REMIC for federal income tax purposes.