Common use of Sale of REO Property Clause in Contracts

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer or an affiliated entity in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person Servicer or any of their respective an affiliated entities entity intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.and

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, provided that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.. 320

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly 311 liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a 311 Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Loan Pair or A/B Whole the Serviced Companion Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective wholethereof), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the Special Servicer shall notify (or, if such Interested Person is the Trustee Special Servicer or an Affiliate of such intentthe Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the Special Servicer (or, if such Interested Person is the Special Servicer or an Affiliate thereof may purchase of the Special Servicer, the Trustee). Prior to the Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and the Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders, but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), the Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence. Any sale of REO Property related to the A/B Mortgage Loan shall be subject to and in accordance with the related Intercreditor Agreement.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, or if applicable, the B Note holder, shall use its reasonable best efforts consistent with the Servicing Standard to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Trustee upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, or if applicable, the B Note holder, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property (excluding the Mortgaged Properties relating to the Non-Trust Serviced Pari Passu Loan) is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The applicable Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Trustee upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which case the application for such an Extension is pending, in either of which cases the applicable Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the applicable Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the such Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the applicable Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the applicable Special Servicer is unable to sell such REO Property within the extended time period, the applicable Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the applicable Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the applicable Special Servicer shall notify (or, if such Interested Person is the Trustee applicable Special Servicer or an Affiliate of such intentthe applicable Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the applicable Special Servicer (or, if such Interested Person is the applicable Special Servicer or an Affiliate thereof may purchase of the applicable Special Servicer, the Trustee). Prior to the applicable Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The applicable Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and such Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The applicable Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the applicable Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that such Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the applicable Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the applicable Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders, but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), each Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided provided, however, that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.and

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.. 312

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts consistent with the Servicing Standard to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any Operating Adviser (and, solely with respect to a Pari Passu Loan, the related Intercreditor AgreementOther Operating Adviser, if any), shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective wholefor the holders of such loans), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser (and, solely with respect to a Pari Passu Loan, the related Other Operating Adviser, if any) and the B Note Operating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, or if applicable, the B Note holder, shall use its reasonable best efforts consistent with the Servicing Standard to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, or if applicable, the B Note holder, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The applicable Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which case the application for such an Extension is pending, in either of which cases the applicable Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the applicable Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the such Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the applicable Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the applicable Special Servicer is unable to sell such REO Property within the extended time period, the applicable Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the applicable Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the applicable Special Servicer shall notify (or, if such Interested Person is the Trustee applicable Special Servicer or an Affiliate of such intentthe applicable Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the applicable Special Servicer (or, if such Interested Person is the applicable Special Servicer or an Affiliate thereof may purchase of the applicable Special Servicer, the Trustee). Prior to the applicable Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The applicable Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and such Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The applicable Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the applicable Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that such Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the applicable Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the applicable Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders, but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), each Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to the WestShore Plaza Companion Loan or a Loan Pair or A/B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided provided, however, that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Pair or A/B Whole LoanGroup, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicableLoan, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the Special Servicer shall notify (or, if such Interested Person is the Trustee Special Servicer or an Affiliate of such intentthe Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the Special Servicer (or, if such Interested Person is the Special Servicer or an Affiliate thereof may purchase of the Special Servicer, the Trustee). Prior to the Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and the Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Group, for the Certificateholders and the holder of the related Serviced Companion Loan, as a collective whole), but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), the Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence. Any sale of REO Property related to a Serviced Loan Group shall be subject to and in accordance with the related Co-Lender Agreement.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market net present value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with then-current REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee Seller nor any Affiliate thereof the Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.96.8) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value Net Present Value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any either REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.96.8) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee Seller nor any Affiliate thereof the Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Federal Center Plaza Companion Loan or B Note, as applicable, as a collective wholefor the holders of such loans), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The applicable Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Pair or A/B Whole LoanGroup, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicableLoan, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which case the application for such an Extension is pending, in either of which cases the applicable Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the applicable Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the such Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the applicable Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the applicable Special Servicer is unable to sell such REO Property within the extended time period, the applicable Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the applicable Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the applicable Special Servicer shall notify (or, if such Interested Person is the Trustee applicable Special Servicer or an Affiliate of such intentthe applicable Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the applicable Special Servicer (or, if such Interested Person is the applicable Special Servicer or an Affiliate thereof may purchase of the applicable Special Servicer, the Trustee). Prior to the applicable Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The applicable Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and such Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The applicable Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the applicable Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that such Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the applicable Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the applicable Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Group, for the Certificateholders and the holder of the related Serviced Companion Loan, as a collective whole), but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), each Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence. Any sale of REO Property related to the Royal Airport Office Loan Group shall be subject to and in accordance with the related Co-Lender Agreement.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that , in no event which case the Special Servicer shall continue to attempt to sell the Trust be permitted to hold any REO Property beyond for its fair market value within the end of extended period specified in the sixth (6th) calendar year following the end of the year of such REO Property’s acquisitionNondisqualification Opinion. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person 179 Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer 229 is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer or an affiliated entity in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person Servicer or any of their respective an affiliated entities entity intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property (excluding the Mortgaged Properties relating to the Non-Trust Serviced Pari Passu Loan) is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The applicable Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Pair or A/B Whole LoanGroup, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicableLoan, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which case the application for such an Extension is pending, in either of which cases the applicable Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the applicable Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the such Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the applicable Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the applicable Special Servicer is unable to sell such REO Property within the extended time period, the such Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the such Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the such Special Servicer shall notify the Trustee (or, if such Interested Person is such Special Servicer or an Affiliate of such intentSpecial Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the applicable Special Servicer (or, if such Interested Person is the applicable Special Servicer or an Affiliate thereof may purchase of the applicable Special Servicer, the Trustee). Prior to the applicable Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The applicable Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and the applicable Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The applicable Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the applicable Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the applicable Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the applicable Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the applicable Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Group, for the Certificateholders and the holder of the related Serviced Companion Loan, as a collective whole), but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), the applicable Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence. Any sale of REO Property related to a Serviced Loan Group shall be subject to and in accordance with the related Co-Lender Agreement.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the Special Servicer shall notify (or, if such Interested Person is the Trustee Special Servicer or an Affiliate of such intentthe Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the Special Servicer (or, if such Interested Person is the Special Servicer or an Affiliate thereof may purchase of the Special Servicer, the Trustee). Prior to the Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and the Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders, but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In -237- performing its obligations under this Section 9.15(a), the Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer or an affiliated entity in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person Servicer or any of their respective an affiliated entities entity intends to bid on or otherwise purchase any REO Property, (i) the Special 254 Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced RSA Companion Loan or B Note, as applicablefor the holders of such loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee nor any Affiliate thereof may purchase an REO Property.,

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any either REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further, that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.96.8) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee Seller nor any Affiliate thereof the Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof. In addition, the Special Servicer shall sell the REO Property at the earliest practicable commercially reasonable time on commercially reasonable terms, taking into account market conditions and legal and regulatory requirements.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the later Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its their respective nominees. The Special Servicer, subject to Section 10.3 and after consultation with the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year Servicing Standard within two years of its acquisition, acquisition and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the two year period specified abovefrom acquisition) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer period than two years as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above two years after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified abovesuch two year period, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such two-year period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no 153 161 Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Certificateholders, but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the Special Servicer shall notify (or, if such Interested Person is the Trustee Special Servicer or an Affiliate of such intentthe Special Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the Special Servicer (or, if such Interested Person is the Special Servicer or an Affiliate thereof may purchase of the Special Servicer, the Trustee). Prior to the Special Servicer’s or Trustee’s, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party’s desire to purchase such REO Property, and the Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust’s obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders, but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), the Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person’s determination, which determination shall take into account the factors set forth in the preceding sentence.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon requestPaying Agent), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to the Operating Advisor (provided that one has been elected pursuant to Section 10.3 and the terms and conditions 9.37 of any related Intercreditor this Agreement), shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that , in no event which case the Special Servicer shall continue to attempt to sell the Trust be permitted to hold any REO Property beyond for its fair market value within the end of extended period specified in the sixth (6th) calendar year following the end of the year of such REO Property’s acquisitionNondisqualification Opinion. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Advisor (provided that one has been elected pursuant to Section 9.37 of this Agreement), before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 the Operating Adviser (and with respect to the terms and conditions of any related Intercreditor AgreementLakeforest Mall Mortgage Loan, the Lakeforest Mall Mortgage Loan Operating Adviser), shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser (and with respect to the Lakeforest Mall Mortgage Loan, the Lakeforest Mall Mortgage Loan Operating Adviser), before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer or an affiliated entity in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person Servicer or any of their respective an affiliated entities entity intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Loan Pair B Note or A/B Whole the Xxxx Xxxxx Companion Loan, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicable, as a collective wholesuch loans), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither the Trustee Seller nor any Affiliate thereof the Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “165 175 "Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request)Property, or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property (excluding the Mortgaged Property relating to a Non-Trust Serviced Pari Passu Loan) is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The applicable Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Pair or A/B Whole LoanGroup, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicableLoan, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which case the application for such an Extension is pending, in either of which cases the applicable Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the applicable Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the such Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any the related REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the applicable Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the applicable Special Servicer is unable to sell such REO Property within the extended time period, the such Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the such Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that if the Special Servicer, any other an Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase any the REO Property, (i) the such Special Servicer shall notify the Trustee (or, if such Interested Person is such Special Servicer or an Affiliate of such intentSpecial Servicer, (iithe Trustee) the Trustee shall promptly obtain, at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iiiii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither The Depositor may not purchase REO Property at a price in excess of the Trustee nor any fair market value thereof. Notwithstanding the foregoing, no Interested Person shall be permitted to purchase the REO Property at a price less than an amount equal to the fair value of the REO Property, as determined by the applicable Special Servicer (or, if such Interested Person is the applicable Special Servicer or an Affiliate thereof may purchase of the applicable Special Servicer, the Trustee). Prior to the applicable Special Servicer's or Trustee's, as applicable, determination of fair value referred to above, the fair value of an REO Property shall be deemed to be an amount equal to the Purchase Price. The applicable Special Servicer or Trustee, as applicable, shall determine the fair value of an REO Property as soon as reasonably practical after receipt of notice of an Interested Party's desire to purchase such REO Property, and the applicable Special Servicer or Trustee, as applicable, shall promptly notify such Interested Party (and the Trustee, if applicable) of the fair value. The applicable Special Servicer or Trustee, as applicable, is required to recalculate the fair value of the REO Property if there has been a material change in circumstances or the applicable Special Servicer or Trustee, as applicable, has received new information (including the receipt of a third party bid to purchase the REO Property), either of which has a material effect on the fair value, provided that the applicable Special Servicer or Trustee, as applicable, shall be required to recalculate the fair value of the REO Property if the time between the date of last determination of the fair value of the REO Property and the date of the purchase of the REO Property by such Interested Party has exceeded 60 days. Upon any recalculation, the applicable Special Servicer or Trustee, as applicable, shall be required to promptly notify in writing such Interested Party (and the Trustee, if applicable) of the revised fair value. In determining fair value, the applicable Special Servicer or Trustee, as applicable, shall take into account, among other factors, the results of any appraisal or updated appraisal that it or the applicable Master Servicer may have obtained in accordance with this Agreement within the prior twelve months; the physical condition of the REO Property; the state of the local economy; any other bids received with respect to the REO Property; and the Trust's obligation to dispose of any REO Property as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Serviced Loan Group, for the Certificateholders and the holder of the related Serviced Companion Loan, as a collective whole), but in no event later than the three-year period (or such extended period) specified in this Section 9.15. In performing its obligations under this Section 9.15(a), the applicable Special Servicer or the Trustee, as applicable, may, at the expense of the party desiring to purchase the REO Property, engage an appraiser or other expert in real estate matters to determine the fair value of an REO Property and may rely conclusively upon such Person's determination, which determination shall take into account the factors set forth in the preceding sentence. Any sale of REO Property related to a Serviced Loan Group shall be subject to and in accordance with the related Co-Lender Agreement.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 and the terms and conditions of any related Intercreditor AgreementOperating Adviser, shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent in accordance with the objective of maximizing proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan or B Note, as applicable, as a collective whole)Servicing Standard, but in no event later than prior to the end of the third (3rd) calendar year following the end of the year of its acquisition, and but in any event prior to the Final Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC ProvisionsDate, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price except as provided in Section 9.36; and provided, further that if the Special Servicer, any other Interested Person or any of their respective affiliated entities Servicer intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.

Sale of REO Property. (a) If In the event that title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject after notice to Section 10.3 the Operating Adviser (and with respect to the terms and conditions of any related Intercreditor AgreementMonmouth Mall Mortgage Loan, the Monmouth Mall Mortgage Loan Operating Adviser), shall use its reasonable best efforts to sell any REO Property for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, and with respect to a Serviced Companion Mortgage Loan Pair or A/a B Whole LoanNote, for the Certificateholders and the holder holders of the related Serviced Companion Loan or B Note, as applicablesuch loans, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisionsprovisions, unless (i) the Trustee or the Special ServicerTrustee, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an “"Extension”") (which extension shall be applied for at least sixty (60) 60 days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of Internal Revenue Service to sell such REO Property (a copy of which Extension and the related application shall be delivered to the Certificate Administrator Paying Agent upon request), or (B) is permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending, in either of which cases case the Special Servicer may shall continue to attempt to sell the REO Property for cash for its fair market value for such period longer than the period specified above as such Extension permits or while the application for such Extension is pending, as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the period specified above after its acquisition will not result in the imposition of taxes on “"prohibited transactions” " of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition. If the Trustee has not received such an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control PartyOperating Adviser (and with respect to the Monmouth Mall Mortgage Loan, the Monmouth Mall Mortgage Loan Operating Adviser), before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested PersonServicer) in accordance with the Servicing Standard; provided, however, that no Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price (other than the Special Servicer or an affiliated entity in accordance with the next succeeding proviso); and provided, further that if the Special Servicer, any other Interested Person Servicer or any of their respective an affiliated entities entity intends to bid on or otherwise purchase any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, Trust an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and (iii) the applicable Interested Person Special Servicer shall not bid less than the fair market value set forth in such Appraisal. Neither any Seller nor the Trustee nor any Affiliate thereof Depositor may purchase an REO PropertyProperty at a price in excess of the fair market value thereof.