Common use of Sale of REO Property Clause in Contracts

Sale of REO Property. (a) In the event that title to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC Provisions. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest cash bid for any REO Property received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes). (d) Subject to the provisions of Sections 3.14 and 11.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable in connection therewith. Any sale of any REO Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Certificate Administrator, the Depositor or the Special Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement of accounting for such REO Property, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance of the Trust Loan and the Companion Loans immediately prior to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, the Certificateholders and, to the extent applicable, any related Serviced B Note Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair 180 price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest cash bid Trustee and the Master Servicer (and with respect to each Serviced Whole Loan, the related Serviced B Note Holders) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property received from pursuant hereto. (d) Whether any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for any REO Property for purposes of Section 3.19(b) shall be determined by the REO PropertySpecial Servicer, if the highest offeror is a Person other than the Special Servicer or an Affiliate of the Special Servicer, and by the Trustee, if the highest offeror is the Special Servicer or an Affiliate of the Special Servicer; provided, furtherhowever, that if no offer from the Trustee so designates Special Servicer or an Affiliate of the Special Servicer shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any such third party to make such determinationREO Property, the Trustee shall be entitled supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the Special Servicer. Such appraiser shall be selected by the Special Servicer if neither the Special Servicer nor any of its Affiliates is making an offer with respect to rely conclusively upon such third party’s determination an REO Property and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred shall be selected by the Trustee in if the Special Servicer or any of its Affiliates is making such determination an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable to it firstas, by the Servicer as a Servicing Advance. In determining whether any such offer from a Person other than an Advance, subject to the Servicer’s determination that Interested Person constitutes a fair price for any such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class RepresentativeREO Property, the Special Servicer shall not be obligated take into account (in addition to accept the higher cash results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior 12 months), and in determining whether any offer if from the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection or an Affiliate of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept constitutes a lower cash offer fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price (from any person other than itself or an affiliate) if it determineswhich, in accordance connection with Accepted Servicing Practicesthe administration of an REO Property related to a Serviced Whole Loan, that acceptance of shall be construed and calculated as if the loans in such offer would Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any REO Property shall in all cases be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole fair price. 181 (taking into account the subordination of the Trust B Note e) Subject to the A Notes). subsections (a) through (d) Subject to the provisions of Sections 3.14 and 11.2above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Companion Loan Serviced Whole Loans, the related Serviced B Note Holders, ) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or Serviced B Note Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, the Companion Loan Holders in its reasonable and the Certificate Administrator a statement of accounting for such REO Propertygood faith judgment, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that rejection of such REO Property, (iii) offer would be in the gross sale price best interests of the Certificateholders and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loans, the related Serviced B Note Holders, as a collective whole, and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Trust Loan and the Companion Loans immediately prior Certificateholders and, with respect to the acquisition Serviced Whole Loans, in the best interests of the REO PropertyCertificateholders and, calculated from the date of acquisition to the disposition dateextent applicable, and any related Serviced B Note Holders, as a collective whole, (v) such other information as for example, if the Trustee prospective buyer making the lower offer is more likely to perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to the Serviced Whole Loan, the Certificateholders and, to the extent applicable, any related Serviced Companion Loan Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest cash bid Trustee and the Master Servicer (and with respect to the Serviced Whole Loan, the related Serviced Companion Loan Holders) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property received from pursuant hereto. (d) Whether any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for any REO Property for purposes of Section 3.19(b) shall be determined by the REO PropertySpecial Servicer, if the highest offeror is a Person other than the Special Servicer or an Affiliate of the Special Servicer, and by the Trustee, if the highest offeror is the Special Servicer or an Affiliate of the Special Servicer; provided, furtherhowever, that if no offer from the Trustee so designates Special Servicer or an Affiliate of the Special Servicer shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any such third party to make such determinationREO Property, the Trustee shall be entitled to supplied with and shall rely conclusively upon on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such third party’s determination and the reasonable costs of all AppraisalsAppraisal, inspection reports and broker opinions of value incurred on a narrative appraisal prepared by a Qualified Appraiser retained by the Trustee in Special Servicer. Such appraiser shall be selected by the Special Servicer if the Special Servicer is not making an offer with respect to an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such determination an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable to it firstas, by the Servicer as a Servicing Advance. In determining whether any such offer from a Person other than an Advance, subject to the Servicer’s determination that Interested Person constitutes a fair price for any such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class RepresentativeREO Property, the Special Servicer shall not be obligated take into account (in addition to accept the higher cash results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior 12 months), and in determining whether any offer if from the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection or an Affiliate of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept constitutes a lower cash offer fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or the Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price (from any person other than itself or an affiliate) if it determineswhich, in accordance connection with Accepted Servicing Practices, that acceptance the administration of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note an REO Property related to the A Notes)Serviced Whole Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any REO Property shall in all cases be deemed a fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Serviced Whole Loan, the related Serviced Companion Loan Holders, ) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, the Companion Loan Holders in its reasonable and the Certificate Administrator a statement of accounting for such REO Propertygood faith judgment, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that rejection of such REO Property, (iii) offer would be in the gross sale price best interests of the Certificateholders and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loan, the related Serviced Companion Loan Holders, and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Trust Loan and the Companion Loans immediately prior Certificateholders and, with respect to the acquisition Serviced Whole Loan, in the best interests of the REO PropertyCertificateholders and, calculated from the date of acquisition to the disposition dateextent applicable, and any related Serviced Companion Loan Holders (v) such other information as for example, if the Trustee prospective buyer making the lower offer is more likely to perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The Special Servicer must use efforts consistent with the event Servicing Standard to solicit offers for an REO Property at a time and in a manner that title is consistent with the Servicing Standard and will be reasonably likely to the Property is acquired by realize a fair price. Subject to Section 3.18(b), the Special Servicer for must accept the benefit of the Certificateholders --------------- first (and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwiseif multiple offers are received, the deed, certificate of sale or other comparable document highest) cash offer received from any person that constitutes a fair price for such REO Property. The Special Servicer shall be taken in the name of give the Trustee, or not less than ten (10) Business Days' prior written notice of its nominee intention to sell such REO Property pursuant to this Section 3.18(a). No Interested Person shall be obligated to --------------- submit (which shall not include but none will be prohibited from submitting) an offer to purchase such REO Property, and notwithstanding anything to the Special Servicer)contrary herein, on behalf none of the Trust Fund Trustee or as otherwise contemplated pursuant to Section 8.10. The Special ServicerTax Administrator, on behalf in each case in its individual capacity, and none of the Trust Fund their respective Affiliates and the Companion Loan Holdersagents, shall sell any may bid for or purchase or such REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15pursuant hereto. (b) If the Special Servicer acquires Whether any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC Provisions. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest cash bid for any REO Property received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for an REO Property shall be determined by the REO Property; providedSpecial Servicer or, furtherif such cash offer is from, that if an Interested Person, by the Trustee so designates Trustee. In determining whether any such third party to make such determinationoffer received from an Interested Person represents a fair price, the Trustee shall be entitled to rely conclusively upon on (and will be protected in relying solely on) the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such third party’s determination and Appraisal or if there has been a material change at the reasonable costs of all Appraisalssubject property since any such Appraisal, inspection reports and broker opinions of value incurred on a new Appraisal to be obtained by the Trustee in making such determination Special Servicer (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance)). The appraiser conducting any such new Appraisal shall be a Qualified Appraiser that is (i) selected by the Special Servicer if neither the Special Servicer nor any Affiliate thereof is submitting an offer with respect to it firstsuch REO Property and (ii) selected by the Servicer (or, if the Servicer or an Affiliate thereof is also submitting an offer, by the Trustee) if either the Special Servicer as or any Affiliate thereof is so submitting an Advanceoffer; provided, subject that if the Special -------- Servicer and the Servicer are the same person and such person or an Affiliate thereof is submitting an offer, such appraiser shall be selected by the Trustee. Where any Interested Person is among those submitting an offer with respect to such REO Property, the Special Servicer shall require that all offers be submitted to it (or, if the Special Servicer or an Affiliate thereof is bidding, shall be submitted by it to the Servicer’s determination that such amounts are not Nonrecoverable AdvancesServicer (or, if the Servicer or an Affiliate thereof is also bidding, to the Trustee)) in writing and then as be accompanied by a refundable deposit of cash in an expense amount equal to 5% of the Trust Fundoffer amount. In determining whether any offer from an Interested Person constitutes a fair price for an REO Property, the Special Servicer shall take into account the results of any Appraisal or updated Appraisal that it may have obtained in accordance with this Agreement within the preceding 12-month period. Notwithstanding the other provisions of this Section 3.18, no cash offer from the Special Servicer or any ------------ Affiliate thereof shall constitute a fair price for an REO Property unless such offer is the highest cash offer received and at least two (2) independent offers (not including the offer of the Special Servicer or any Affiliate) have been received. In the event the offer of the Special Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be, are received and the original offer of the Special Servicer or any Affiliate thereof is the highest of all cash offers received, then the bid of the Special Servicer or such Affiliate shall be accepted, provided, that the Trustee has otherwise determined that such -------- offer constitutes a fair price for such REO Property based upon the most recent Appraisal of such REO Property (on which the Trustee may conclusively rely). Any offer by the Special Servicer shall be unconditional; and, if accepted, such REO Property shall be transferred to the Special Servicer without recourse, representation or warranty other than customary representations as to title given in connection with the sale of real property. (c) Subject to Sections 3.18(a) and 3.18(b) above and any applicable REMIC ---------------- ------- provisions, the Special Servicer shall act on behalf of the Trustee as the mortgagee of record in negotiating with independent third parties and taking any other action necessary or appropriate in connection with the sale of an REO Property, and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account. Any sale of an REO Property shall be final and without recourse to the Trustee, the Servicer, the Special Servicer or the Trust, and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee. (d) Any sale of an REO Property shall be for cash only. (e) Notwithstanding any of the foregoing and paragraphs of this Section 3.18, ------------ but subject to the rights of the Controlling Class RepresentativeSection 3.24, the Special Servicer shall not be obligated to ------------ accept the higher highest cash offer if the Special Servicer determines, in accordance with Accepted the Servicing PracticesStandard, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole (taking into account the subordination of the Trust B Note to the A Noteswhole), and the Special Servicer may accept a lower cash offer (from any person Person other than itself or an affiliateAffiliate) if it determines, in accordance with Accepted the Servicing PracticesStandard, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole whole) (taking into account for example, if the subordination of prospective buyer making the Trust B Note lower bid is more likely to perform its obligations or the A Notesterms (other than price) offered by the prospective buyer making the lower offer are more favorable). (d) Subject to the provisions of Sections 3.14 and 11.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable in connection therewith. Any sale of any REO Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Certificate Administrator, the Depositor or the Special Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement of accounting for such REO Property, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance of the Trust Loan and the Companion Loans immediately prior to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The Servicer or the event that title Trustee may sell, or permit the sale of, an REO Property only (i) on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders conditions set forth in this Section 3.18 and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or ii) as otherwise expressly provided in or contemplated pursuant to by Section 8.10. The Special Servicer, on behalf 9.01 of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15Agreement. (b) The Servicer shall use its best efforts, consistent with the Servicing Standard, to solicit offers for an REO Property at a time and in a manner that is consistent with the Servicing Standard and will be reasonably likely to realize a fair price on a timely basis as required by Section 3.16(a). The Servicer may sell REO Properties individually, in groups of one or more REO Properties or all of the REO Properties together (including through a sale of the Equity Interests of one or more of the Borrowers or the Guarantor), in each case as the Servicer may determine to be appropriate in accordance with the Servicing Standard to maximize the proceeds thereof. Subject to Section 3.18(c) and Section 3.24, the Servicer shall accept the highest cash offer received from any Person that constitutes a fair price for such REO Property or Properties so offered for sale. If the Special Servicer acquires reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(c) below) for any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holdersa timely basis as required by Section 3.16(a), the Special Servicer shall be empowereddispose of such REO Property upon such terms and conditions as the Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances; provided that, subject notwithstanding anything herein to the Code and to contrary, the specific requirements and prohibitions of this Agreement, to do any and all things in connection with Servicer may sell an REO Property only if the management and operation thereof Servicer determines in accordance with Accepted the Servicing Practices, all on Standard that such terms and for such period as the Special Servicer deems to sale would be in the best interest of the Certificateholders Certificateholders. In making the determination described in clause (a), the Servicer shall be entitled to rely on an estimate of the expected proceeds to be received from the sale of the REO Properties made by a Valuation Expert, and the Companion Loan Holders as Servicer shall have no liability if such estimate proves to be incorrect. Any such determination by the Servicer shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee, which shall provide a collective whole (taking into account copy thereof to the subordination Controlling Class Representative, setting forth the basis for such determination, accompanied by a copy of the Trust B Note related report prepared by the Valuation Expert, if available, and further accompanied by any other information or reports that the Person making such determination may have obtained and that support such determination, the cost of which reports shall be a Servicing Advance. The Servicer shall give the Trustee and the Controlling Class Representative not less than ten (10) Business Days’ prior written notice of its intention to sell any such REO Property pursuant to this Section 3.18(b). No Interested Person shall be obligated to submit (but none of them shall be prohibited from submitting) an offer to purchase such REO Property, and notwithstanding anything to the A Notes) and consistent with contrary herein, none of the REMIC ProvisionsTrustee in its individual capacity or its Affiliates or agents may bid for or purchase such REO Property. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest Whether any cash bid offer constitutes a fair price for any REO Property or Properties shall be determined by the Servicer or, if such cash offer is from the Servicer or an Affiliate thereof, by the Trustee. In determining whether any offer received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Servicer or the Trustee may designate an independent third party expert in real estate shall be entitled to hire and rely on a Valuation Expert or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar advisor and the cost thereof shall be reimbursable to the REO Property, which such expert shall be selected with reasonable care by Servicer or the Trustee for the sole purpose of as an Additional Trust Fund Expense. In determining whether any such cash offer constitutes received from an Interested Person represents a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determinationREO Property or Properties, the Servicer or the Trustee shall be entitled to rely conclusively upon on (and will be protected in relying solely on) the most recent valuation (if any) conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such third party’s determination valuation or if there has been a material change at the subject property since any such valuation, on a new valuation to be obtained by the Servicer (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance)) and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by Servicer or the Trustee shall be entitled to hire such real estate advisor as it deems necessary in making such determination (the cost of which shall be reimbursable reimbursed to it first, pursuant to Section 8.05(b)) and shall be entitled to rely conclusively thereon. The person conducting any such new valuation must be a Valuation Expert selected by the Servicer as if neither the Servicer nor any affiliate thereof is submitting an Advanceoffer with respect to an REO Property and selected by the Trustee if either the Servicer or any Affiliate thereof is so submitting an offer. Where any Interested Person is among those submitting offers with respect to any REO Property, subject the Servicer shall require that all offers be submitted to it (and, if the Servicer is submitting an offer, shall be submitted by it to the Servicer’s determination Trustee) in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any REO Property or Properties, the Servicer shall take into account the results of any valuation or updated valuation that such amounts are not Nonrecoverable Advancesmay have been obtained by it or any other Person and delivered to the Trustee in accordance with this Agreement within the prior twelve months, and then any Valuation Expert shall be instructed to take into account, as an expense applicable, among other factors, the occupancy level and physical condition of the Trust FundREO Property or Properties, the Net Cash Flows (as defined in the Loan Agreement) generated by the REO Property or Properties and the state of the wireless tower industry. Any price shall be deemed to constitute a fair price if it is an amount that is not less than the Allocated Loan Amount (as defined in the Loan Agreement) for the Site or Sites that constitute such REO Property or Properties. Notwithstanding the foregoing other provisions of this Section 3.18, no cash offer from the Servicer or any Affiliate thereof shall constitute a fair price for an REO Property unless such offer is the highest cash offer received and subject at least two (2) independent offers (not including the offer of the Servicer or any Affiliate) have been received. In the event the offer of the Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be, are received and the original offer of the Servicer or any Affiliate thereof is the highest of all cash offers received, then the offer of the Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as described above in this Section 3.18(c), that such offer constitutes a fair price for such REO Property or Properties. Any offer by the Servicer shall be unconditional; and, if accepted, such REO Property or Properties shall be transferred to the rights of the Controlling Class RepresentativeServicer without recourse, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person representation or warranty other than itself or an affiliate) if it determines, customary representations as to title given in accordance connection with Accepted Servicing Practices, that acceptance the sale of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)real property. (d) Subject to the provisions of Sections 3.14 3.18(b) and 11.23.18(c) above and Section 3.24 below, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, Trustee in negotiating with independent third parties and taking any other action necessary or appropriate in connection with the sale of any REO PropertyProperty or Properties, including and the collection of all amounts payable in connection therewith. In connection therewith, the Servicer may charge prospective offerors, and may retain, fees that approximate the Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account. Any sale of any REO Property or Properties shall be final and without recourse to the TrusteeTrustee or the Trust, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if such sale is consummated in accordance with the terms of this Agreement, none of neither the Trustee, Servicer nor the Certificate Administrator, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant Subject to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property4.06, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement prospective purchaser of accounting for such REO Property, including, without limitation, (i) the date such any REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance any of the Trust Loan and the Companion Loans immediately prior to the acquisition Equity Interests of the REO Property, calculated from the date of acquisition to the disposition date, and (v) Borrowers or Guarantor such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder prospective purchaser may reasonably request. (f) Any sale of an REO Property or Properties shall be for cash only and shall be on a servicing released basis. (g) The Special Notwithstanding any of the foregoing paragraphs of this Section 3.18, the Servicer shall prepare and file on a timely basis not be obligated to accept the reports highest cash offer if the Servicer determines, in accordance with the Servicing Standard, that rejection of foreclosures and abandonments such offer would be in the best interests of the Property required by Certificateholders, and the Servicer may, subject to Section 6050J 3.24, accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Code and Certificateholders (for example, if the reports of discharges of indebtedness income in respect of prospective buyer making the Mortgage Loan required lower bid is more likely to perform its obligations or the terms (other than price) offered by Section 6050P of the Codeprospective buyer making the lower offer are more favorable). (h) The Servicer shall notify the Trustee not less than ten (10) days prior to making any Final Recovery Determination.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest Trustee and the Master Servicer not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. (d) Whether any cash bid constitutes a fair price for any REO Property received from any person. Howeverfor purposes of Section 3.19(b) shall be determined by the Special Servicer, in no event may such bid be less if the highest bidder is a Person other than an amount at least equal to Interested Person, and by the Mortgage Loan Purchase Price. In the absence of any such bidTrustee, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If if the highest bidder is an Interested Person; provided, however, that no bid from an Interested Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall determine be supplied with and shall rely on the fairness most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the highest bid based upon an independent Appraisal; provided that Special Servicer. Such appraiser shall be selected by the Special Servicer if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, 125 and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from an Interested Person constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the Companion Loan Holders best interests of the Certificateholders, and the Certificate Administrator Special Servicer may accept a statement of accounting for such REO Propertylower cash offer (from any Person other than itself or an Affiliate) if it determines, includingin its reasonable and good faith judgment, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that acceptance of such REO Property, (iii) offer would be in the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance best interests of the Trust Loan and Certificateholders (for example, if the Companion Loans immediately prior prospective buyer making the lower offer is more likely to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, the Certificateholders and, to the extent applicable, any related Serviced Companion Loan Holders and Serviced B Note Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest cash bid Trustee and the Master Servicer (and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Holders and Serviced B Note Holders) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property received from pursuant hereto. (d) Whether any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for any REO Property for purposes of Section 3.19(b) shall be determined by the REO PropertySpecial Servicer, if the highest offeror is a Person other than the Special Servicer or an Affiliate of the Special Servicer, and by the Trustee, if the highest offeror is the Special Servicer or an Affiliate of the Special Servicer; provided, furtherhowever, that if no offer from the Trustee so designates Special Servicer or an Affiliate of the Special Servicer shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any such third party to make such determinationREO Property, the Trustee shall be entitled to supplied with and shall rely conclusively upon on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such third party’s determination and the reasonable costs of all AppraisalsAppraisal, inspection reports and broker opinions of value incurred on a narrative appraisal prepared by a Qualified Appraiser retained by the Trustee in Special Servicer. Such appraiser shall be selected by the Special Servicer if the Special Servicer is not making an offer with respect to an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such determination an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable to it firstas, by the Servicer as a Servicing Advance. In determining whether any such offer from a Person other than an Advance, subject to the Servicer’s determination that Interested Person constitutes a fair price for any such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class RepresentativeREO Property, the Special Servicer shall not be obligated take into account (in addition to accept the higher cash results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior 12 months), and in determining whether any offer if from the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection or an Affiliate of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept constitutes a lower cash offer fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or 176 Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price (from any person other than itself or an affiliate) if it determineswhich, in accordance connection with Accepted Servicing Practicesthe administration of an REO Property related to a Serviced Whole Loan, that acceptance of shall be construed and calculated as if the loans in such offer would Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any REO Property shall in all cases be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Serviced Whole Loans, the related Serviced Companion Loan Holders and Serviced B Note Holders, ) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Holder or Serviced B Note Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the Certificateholders and with respect to the TrusteeServiced Whole Loans, the related Serviced Companion Loan Holders and Serviced B Note Holders, and the Certificate Administrator Special Servicer may accept a statement of accounting for such REO Propertylower cash offer (from any Person other than itself or an Affiliate) if it determines, includingin its reasonable and good faith judgment, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that acceptance of such REO Propertyoffer would be in the best interests of the Certificateholders and, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loans, in the best interests of the Trust Loan and the Companion Loans immediately prior Certificateholders and, to the acquisition of extent applicable, any related Serviced Companion Loan Holders and Serviced B Note Holders (for example, if the REO Property, calculated from prospective buyer making the date of acquisition lower offer is more likely to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest Trustee and the Master Servicer not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. (d) Whether any cash bid constitutes a fair price for any REO Property received from any person. Howeverfor purposes of Section 3.19(b) shall be determined by the Special Servicer, in no event may such bid be less if the highest bidder is a Person other than an amount at least equal to Interested Person, and by the Mortgage Loan Purchase Price. In the absence of any such bidTrustee, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If if the highest bidder is an Interested Person; provided, however, that no bid from an Interested Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from 118 independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall determine be supplied with and shall rely on the fairness most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the highest bid based upon an independent Appraisal; provided that Special Servicer. Such appraiser shall be selected by the Special Servicer if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from an Interested Person constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the Companion Loan Holders best interests of the Certificateholders, and the Certificate Administrator Special Servicer may accept a statement of accounting for such REO Propertylower cash offer (from any Person other than itself or an Affiliate) if it determines, includingin its reasonable and good faith judgment, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that acceptance of such REO Property, (iii) offer would be in the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance best interests of the Trust Loan and Certificateholders (for example, if the Companion Loans immediately prior prospective buyer making the lower offer is more likely to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis terms offered by the reports of foreclosures and abandonments of prospective buyer making the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.lower offer are more favorable). 119

Sale of REO Property. (a) In The Servicer or the event that title Trustee may sell, or permit the sale of, an REO Property only (i) on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders conditions set forth in this Section 3.18 and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or ii) as otherwise expressly provided in or contemplated pursuant to by Section 8.10. The Special Servicer, on behalf 9.01 of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15Agreement. (b) The Servicer shall use its best efforts, consistent with the Servicing Standard, to solicit offers for an REO Property at a time and in a manner that is consistent with the Servicing Standard and will be reasonably likely to realize a fair price on a timely basis as required by Section 3.16(a). The Servicer may sell REO Properties individually, in groups of one or more REO Properties or all of the REO Properties together (including through a sale of the Equity Interests of one or more of the Borrowers or the Guarantor), in each case as the Servicer may determine to be appropriate in accordance with the Servicing Standard to maximize the proceeds thereof. Subject to Section 3.18(c), the Servicer shall accept the highest cash offer received from any Person that constitutes a fair price for such REO Property or Properties so offered for sale. If the Special Servicer acquires reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(c) below) for any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holdersa timely basis as required by Section 3.16(a), the Special Servicer shall be empowereddispose of such REO Property upon such terms and conditions as the Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances; provided that, subject notwithstanding anything herein to the Code and to contrary, the specific requirements and prohibitions of this Agreement, to do any and all things in connection with Servicer may sell an REO Property only if the management and operation thereof Servicer determines in accordance with Accepted the Servicing Practices, all on Standard that such terms and for such period as the Special Servicer deems to sale would be in the best interest of the Certificateholders Securityholders. In making the determination described in clause (a), the Servicer shall be entitled to rely on an estimate of the expected proceeds to be received from the sale of the REO Properties made by a Valuation Expert, and the Companion Loan Holders as Servicer shall have no liability if such estimate proves to be incorrect. Any such determination by the Servicer shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee setting forth the basis for such determination, accompanied by a collective whole (taking into account the subordination copy of the Trust B Note related report prepared by the Valuation Expert, if available, and further accompanied by any other information or reports that the Person making such determination may have obtained and that support such determination, the cost of which reports shall be a Servicing Advance. The Servicer shall give the Trustee not less than ten (10) Business Days’ prior written notice of its intention to sell any such REO Property pursuant to this Section 3.18(b). No Interested Person shall be obligated to submit (but none of them shall be prohibited from submitting) an offer to purchase such REO Property, and notwithstanding anything to the A Notes) and consistent with contrary herein, none of the REMIC ProvisionsTrustee in its individual capacity or its Affiliates or agents may bid for or purchase such REO Property. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest Whether any cash bid offer constitutes a fair price for any REO Property or Properties shall be determined by the Servicer or, if such cash offer is from the Servicer or an Affiliate thereof, by the Trustee. In determining whether any offer received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Servicer or the Trustee may designate an independent third party expert in real estate shall be entitled to hire and rely on a Valuation Expert or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar advisor and the cost thereof shall be reimbursable to the REO Property, which such expert shall be selected with reasonable care by Servicer or the Trustee for the sole purpose of as an Additional Trust Fund Expense. In determining whether any such cash offer constitutes received from an Interested Person represents a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determinationREO Property or Properties, the Servicer or the Trustee shall be entitled to rely conclusively upon on (and will be protected in relying solely on) the most recent valuation (if any) conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such third party’s determination valuation or if there has been a material change at the subject property since any such valuation, on a new valuation to be obtained by the Servicer (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance)) and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by Servicer or the Trustee shall be entitled to hire such real estate advisor as it deems necessary in making such determination (the cost of which shall be reimbursable reimbursed to it first, pursuant to Section 8.05(b)) and shall be entitled to rely conclusively thereon. The person conducting any such new valuation must be a Valuation Expert selected by the Servicer as if neither the Servicer nor any affiliate thereof is submitting an Advanceoffer with respect to an REO Property and selected by the Trustee if either the Servicer or any Affiliate thereof is so submitting an offer. Where any Interested Person is among those submitting offers with respect to any REO Property, subject the Servicer shall require that all offers be submitted to it (and, if the Servicer is submitting an offer, shall be submitted by it to the Servicer’s determination Trustee) in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any REO Property or Properties, the Servicer shall take into account the results of any valuation or updated valuation that such amounts are not Nonrecoverable Advancesmay have been obtained by it or any other Person and delivered to the Trustee in accordance with this Agreement within the prior twelve months, and then any Valuation Expert shall be instructed to take into account, as an expense applicable, among other factors, the occupancy level and physical condition of the Trust FundREO Property or Properties, the Net Cash Flows (as defined in the Loan Agreement) generated by the REO Property or Properties and the state of the wireless tower industry. Any price shall be deemed to constitute a fair price if it is an amount that is not less than the Allocated Loan Amount (as defined in the Loan Agreement) for the Site or Sites that constitute such REO Property or Properties. Notwithstanding the foregoing other provisions of this Section 3.18, no cash offer from the Servicer or any Affiliate thereof shall constitute a fair price for an REO Property unless such offer is the highest cash offer received and subject at least two (2) independent offers (not including the offer of the Servicer or any Affiliate) have been received. In the event the offer of the Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be, are received and the original offer of the Servicer or any Affiliate thereof is the highest of all cash offers received, then the offer of the Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as described above in this Section 3.18(c), that such offer constitutes a fair price for such REO Property or Properties. Any offer by the Servicer shall be unconditional; and, if accepted, such REO Property or Properties shall be transferred to the rights of the Controlling Class RepresentativeServicer without recourse, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person representation or warranty other than itself or an affiliate) if it determines, customary representations as to title given in accordance connection with Accepted Servicing Practices, that acceptance the sale of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)real property. (d) Subject to the provisions of Sections 3.14 3.18(b) and 11.23.18(c) above, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, Trustee in negotiating with independent third parties and taking any other action necessary or appropriate in connection with the sale of any REO PropertyProperty or Properties, including and the collection of all amounts payable in connection therewith. In connection therewith, the Servicer may charge prospective offerors, and may retain, fees that approximate the Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account. Any sale of any REO Property or Properties shall be final and without recourse to the TrusteeTrustee or the Trust, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if such sale is consummated in accordance with the terms of this Agreement, none of neither the Trustee, Servicer nor the Certificate Administrator, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder Securityholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant Subject to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property4.06, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement prospective purchaser of accounting for such REO Property, including, without limitation, (i) the date such any REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance any of the Trust Loan and the Companion Loans immediately prior to the acquisition Equity Interests of the REO Property, calculated from the date of acquisition to the disposition date, and (v) Borrowers or Guarantor such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder prospective purchaser may reasonably request. (f) Any sale of an REO Property or Properties shall be for cash only and shall be on a servicing released basis. (g) The Special Notwithstanding any of the foregoing paragraphs of this Section 3.18, the Servicer shall prepare and file on a timely basis not be obligated to accept the reports highest cash offer if the Servicer determines, in accordance with the Servicing Standard, that rejection of foreclosures and abandonments such offer would be in the best interests of the Property required by Section 6050J Securityholders, and the Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Code and Securityholders (for example, if the reports of discharges of indebtedness income in respect of prospective buyer making the Mortgage Loan required lower bid is more likely to perform its obligations or the terms (other than price) offered by Section 6050P of the Codeprospective buyer making the lower offer are more favorable). (h) The Servicer shall notify the Trustee not less than ten (10) days prior to making any Final Recovery Determination.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) If the Special Servicer acquires any REO Property Subject to Section 6.07 in the name of and on behalf case of the Trust Fund and the Companion Loan HoldersFirst National Bank Center Loan, the Special Servicer shall be empowereduse reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, subject the Certificateholders and, to the Code extent applicable, any related Serviced Companion Loan Holders or Serviced B Note Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property within the specific requirements and prohibitions time constraints imposed by Section 3.16(a), then the Special Servicer shall dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest cash bid Trustee and the Master Servicer (and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Holders or Serviced B Note Holders, and with respect to REO Property related to the First National Bank Center Loan, the Class FNB Representative) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property received from pursuant hereto. (d) Whether any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for any REO Property for purposes of Section 3.19(b) shall be determined by the REO PropertySpecial Servicer, if the highest offeror is a Person other than the Special Servicer or an Affiliate of the Special Servicer, and by the Trustee, if the highest offeror is the Special Servicer or an Affiliate of the Special Servicer; provided, furtherhowever, that if no offer from the Trustee so designates Special Servicer or an Affiliate of the Special Servicer shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any such third party to make such determinationREO Property, the Trustee shall be entitled to supplied with and shall rely conclusively upon on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such third party’s determination and the reasonable costs of all AppraisalsAppraisal, inspection reports and broker opinions of value incurred on a narrative appraisal prepared by a Qualified Appraiser retained by the Trustee in Special Servicer. Such appraiser shall be selected by the Special Servicer if neither the Special Servicer nor any of its Affiliates is making an offer with respect to an REO Property and shall be selected by the Master Servicer if the Special Servicer or any of its Affiliates is making such determination an offer. The cost of any such narrative appraisal shall be covered by, 189 and shall be reimbursable to it firstas, by the Servicer as a Servicing Advance. In determining whether any such offer from a Person other than an Advance, subject to the Servicer’s determination that Interested Person constitutes a fair price for any such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class RepresentativeREO Property, the Special Servicer shall not be obligated take into account (in addition to accept the higher cash results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior 12 months), and in determining whether any offer if from the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection or an Affiliate of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept constitutes a lower cash offer fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price (from any person other than itself or an affiliate) if it determineswhich, in accordance connection with Accepted Servicing Practicesthe administration of an REO Property related to a Serviced Whole Loan, that acceptance of shall be construed and calculated as if the loans in such offer would Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any REO Property shall in all cases be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Serviced Whole Loans, the related Serviced Companion Loan Holders, Holders or Serviced B Note Holder) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder Certificateholder, Serviced Companion Loan Holder or Serviced B Note Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, the Companion Loan Holders in its reasonable and the Certificate Administrator a statement of accounting for such REO Propertygood faith judgment, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that rejection of such REO Property, (iii) offer would be in the gross sale price best interests of the Certificateholders and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loans, the related Serviced Companion Loan Holders or the related Serviced B Note Holders, as a collective whole, and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Trust Loan and the Companion Loans immediately prior Certificateholders and, with respect to the acquisition Serviced Whole Loans, in the best interests of the REO PropertyCertificateholders and, calculated from the date of acquisition to the disposition dateextent applicable, and any related Serviced Companion Loan Holders or Serviced B Note Holders, as a collective whole, (v) such other information as for example, if the Trustee prospective buyer making the lower offer is more likely to 190 perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In the event that title to the any REO Property is acquired by the Special Servicer for the benefit Trust in respect of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwiseany Specially Serviced Mortgage Loan, the deed, deed or certificate of sale or other comparable document shall be taken in issued to the name of Trust, the Trustee, Trustee or to its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10nominees. The Special Servicer, on behalf of after notice to the Trust Fund and the Companion Loan HoldersOperating Adviser, shall use its reasonable best efforts to sell any REO Property as expeditiously soon as appropriate in accordance practicable consistent with Accepted Servicing Practices in the objective of maximizing proceeds for all Certificateholders (and with respect to a manner designed to preserve Serviced Companion Mortgage Loan or a B Note, for the capital holders of the Certificateholders and the Companion Loan Holders such loans, as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profitwhole), but in no event later than the end of the third calendar year following the end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date in a manner provided under this Section 3.15. or earlier to the extent necessary to comply with REMIC provisions, unless (bi) If the Special Servicer acquires any REO Property in the name of and Trustee, on behalf of the Trust Fund applicable REMIC Pool, has been granted an extension of time (an "Extension") (which extension shall be applied for at least 60 days prior to the expiration of the period specified above) by the Internal Revenue Service to sell such REO Property (a copy of which shall be delivered to the Paying Agent upon request), in which case the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than the period specified above as such Extension permits or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee and the Companion Loan HoldersSpecial 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. If the Trustee has not received an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property 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 be empoweredshall, subject after consultation with the Operating Adviser, before the end of such period or extended period, as the case may be, auction the REO Property to the Code and to highest bidder (which may be the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof Special Servicer) in accordance with Accepted the Servicing PracticesStandard; provided, all on such terms and for such period as 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 deems to be or an affiliated entity in the best interest of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent accordance with the REMIC Provisions. (c) Subject to the consent or consultation rights of the Controlling Class Representativenext succeeding proviso); and provided, further that if the Special Servicer shall accept the highest cash or an affiliated entity intends to bid for on or otherwise purchase any REO Property received from any person. HoweverProperty, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, (i) the Special 254 Servicer shall accept notify the highest cash bid which Trustee of such intent, (subject to the next sentenceii) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine promptly obtain, at the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding an Appraisal of such REO Property (or internal valuation in accordance with the foregoing procedures specified in Section 6.9) and subject to the rights of the Controlling Class Representative, (iii) the Special Servicer shall not be obligated to accept bid less than the higher cash offer if fair market value set forth in such Appraisal. Neither any Seller nor the Special Servicer determines, Depositor may purchase REO Property at a price in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests excess of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair market value thereof. (d) Subject to the provisions of Sections 3.14 and 11.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable in connection therewith. Any sale of any REO Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Certificate Administrator, the Depositor or the Special Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement of accounting for such REO Property, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance of the Trust Loan and the Companion Loans immediately prior to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and, in the case of REO Property relating to the Companion Loan, the Companion Lender), in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Collection Account, except that portion of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note any proceeds constituting Excess Liquidation Proceeds with respect to the A Notes) and consistent with Mortgage Loans shall be deposited in the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest Trustee and the Master Servicer not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. (d) Whether any cash bid constitutes a fair price for any REO Property received from any person. Howeverfor purposes of Section 3.19(b) shall be determined by the Special Servicer, in no event may such bid be less if the highest bidder is a Person other than an amount at least equal to Interested Person, and by the Mortgage Loan Purchase Price. In the absence of any such bidTrustee, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If if the highest bidder is an Interested Person; provided, however, that no bid from an Interested Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall determine be supplied with and shall rely on the fairness most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a 114 narrative appraisal prepared by a Qualified Appraiser retained by the highest bid based upon an independent Appraisal; provided that Special Servicer. Such appraiser shall be selected by the Special Servicer if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from an Interested Person constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund and (and, in the case of any REO Property relating to the Companion Loan HoldersLoan, the Companion Lender) in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and or the Companion Loan Holders Lender (except such recourse to the Trust Fund or the Companion Lender, as the case may be, imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or the Companion Lender with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the highest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the best interests of the Certificateholders (and, in the case of any REO Property relating to the TrusteeCompanion Loan, the Companion Loan Holders Lender), and the Certificate Administrator Special Servicer may accept a statement lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of accounting for such REO Propertyoffer would be in the best interests of the Certificateholders (and, including, without limitation, (i) in the date such case of any REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect relating to the outstanding balance of the Trust Loan and Companion Loan, the Companion Loans immediately prior Lender) (for example, if the prospective buyer making the lower offer is more likely 115 to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, the Certificateholders and the related Serviced Companion Loan Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest Trustee and the Master Servicer (and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Holders) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. 149 (d) Whether any cash bid constitutes a fair price for any REO Property received from any person. Howeverfor purposes of Section 3.19(b) shall be determined by the Special Servicer, in no event may such bid be less if the highest bidder is a Person other than an amount at least equal to Interested Person, and by the Mortgage Loan Purchase Price. In the absence of any such bidTrustee, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If if the highest bidder is an Interested Person; provided, however, that no bid from an Interested Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall determine be supplied with and shall rely on the fairness most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the highest bid based upon an independent Appraisal; provided that Special Servicer. Such appraiser shall be selected by the Special Servicer if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from an Interested Person constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16 (a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Serviced Whole Loans, the related Serviced Companion Loan Holders, ) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the Any sale of any REO PropertyProperty shall be for cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). 150 (g) Notwithstanding any of the foregoing paragraphs of this Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, the Companion Loan Holders in its reasonable and the Certificate Administrator a statement of accounting for such REO Propertygood faith judgment, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that rejection of such REO Property, (iii) offer would be in the gross sale price best interests of the Certificateholders and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loans, the related Serviced Companion Loan Holders, and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Trust Loan Certificateholders and, with respect to the Serviced Whole Loans, in the best interests of the Certificateholders and the related Serviced Companion Loans immediately prior Loan Holders (for example, if the prospective buyer making the lower offer is more likely to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept give the highest Trustee and the Master Servicer not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property pursuant hereto. (d) Whether any cash bid constitutes a fair price for any REO Property received from any person. Howeverfor purposes of Section 3.19(b) shall be determined by the Special Servicer, in no event may such bid be less if the highest bidder is a Person other than an amount at least equal to Interested Person, and by the Mortgage Loan Purchase Price. In the absence of any such bidTrustee, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If if the highest bidder is an Interested Person; provided, however, that no bid from an Interested Person shall constitute a fair price unless (i) it is the highest bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall determine be supplied with and shall rely on the fairness most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in the absence of any such Appraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the highest bid based upon an independent Appraisal; provided that Special Servicer. Such appraiser shall be selected by the Special Servicer if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from an Interested Person constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the 119 local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the Companion Loan Holders best interests of the Certificateholders, and the Certificate Administrator Special Servicer may accept a statement of accounting for such REO Propertylower cash offer (from any Person other than itself or an Affiliate) if it determines, includingin its reasonable and good faith judgment, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that acceptance of such REO Property, (iii) offer would be in the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance best interests of the Trust Loan and Certificateholders (for example, if the Companion Loans immediately prior prospective buyer making the lower offer is more likely to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The parties hereto may sell or purchase, or permit the event that title sale or purchase of, an REO Property only on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders conditions set forth in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.153.19. (b) The Special Servicer shall use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders (and with respect to any Serviced Whole Loan, the Certificateholders and the related Serviced Companion Loan Holders) in such manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16(a). The Special Servicer shall accept the first (and, if multiple bids are contemporaneously received, highest) cash bid received from any Person that constitutes a fair price for such REO Property. If the Special Servicer acquires determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property in within the name of and on behalf of the Trust Fund and the Companion Loan Holderstime constraints imposed by Section 3.16(a), then the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions dispose of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such REO Property upon such terms and for such period conditions as the Special Servicer deems shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash bid, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for any REO Property purchased hereunder shall be deposited in the best interest Certificate Account, except that portion of any proceeds constituting Excess Liquidation Proceeds shall be deposited in the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and consistent with the REMIC ProvisionsExcess Liquidation Proceeds Reserve Account. (c) Subject The Special Servicer shall give the Trustee and the Master Servicer (and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Holders) not less than three Business Days' prior written notice of its intention to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any REO Property, and notwithstanding anything to the consent contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or consultation rights purchase any REO Property pursuant hereto. (d) Whether any cash bid constitutes a fair price for any REO Property for purposes of Section 3.19(b) shall be determined by the Special Servicer, if the highest bidder is a Person other than the Special Servicer or an Affiliate of the Controlling Class RepresentativeSpecial Servicer, and by the Trustee, if the highest bidder is the Special Servicer or an Affiliate of the Special Servicer; provided, however, that no bid from the Special Servicer or an Affiliate of the Special Servicer shall accept constitute a fair price unless (i) it is the highest cash bid received and (ii) at least two other bids are received from independent third parties. In determining whether any offer received from the Special Servicer or an Affiliate of the Special Servicer represents a fair price for any such REO Property received from any person. HoweverProperty, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding 12 month period or, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bidAppraisal, on a narrative appraisal prepared by a Qualified Appraiser retained by the Special Servicer. Such appraiser shall be selected by the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee Special Servicer is required not making an offer with respect to determine an REO Property and shall be selected by the Master Servicer if the Special Servicer is making such an offer. The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a cash offer by Person other than an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the price for any such REO Property, which such expert the Special Servicer shall be selected with reasonable care by take into account (in addition to the Trustee for results of any Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the sole purpose of prior 12 months), and in determining whether any such cash offer from the Special Servicer or an Affiliate of the Special Servicer constitutes a fair price for any such REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Serviced Whole Loan, as applicable, the occupancy level and physical condition of the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination state of the local economy and the reasonable costs obligation to dispose of any REO Property within the time period specified in Section 3.16(a). The Purchase Price for any REO Property shall in all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall cases be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as deemed a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)fair price. (de) Subject to the provisions of Sections 3.14 and 11.2subsections (a) through (d) above, the Special Servicer shall act on behalf of the Trust Fund (and with respect to the Serviced Whole Loans, the related Serviced Companion Loan Holders, ) (in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer's actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Certificate Account or the applicable Serviced Whole Loan Custodial Account, as the case may be. Any sale of any REO Property shall be final and without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, Trustee or the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions, any appropriations prorations applied thereto and any customary closing matters) ), and if such sale is consummated in accordance with the terms of this Agreement, none of the TrusteeSpecial Servicer, the Certificate AdministratorMaster Servicer, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Holder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (ef) The proceeds Any sale of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, REO Property shall be deposited in the Collection Account in accordance with Section 3.4(afor cash only (unless, as evidenced by an Opinion of Counsel, a sale for other consideration will not cause an Adverse REMIC Event). (fg) Within thirty (30) days Notwithstanding any of the sale foregoing paragraphs of any REO Propertythis Section 3.19, the Special Servicer shall provide not be obligated to accept the Trusteehighest cash offer if the Special Servicer determines, the Companion Loan Holders in its reasonable and the Certificate Administrator a statement of accounting for such REO Propertygood faith judgment, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition that rejection of such REO Property, (iii) offer would be in the gross sale price best interests of the Certificateholders and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Serviced Whole Loans, the related Serviced Companion Loan Holders, and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Trust Loan Certificateholders and, with respect to the Serviced Whole Loans, in the best interests of the Certificateholders and the related Serviced Companion Loans immediately prior Loan Holders (for example, if the prospective buyer making the lower offer is more likely to the acquisition of the REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee perform its obligations or the Certificate Administrator or any Companion Loan Holder may reasonably requestterms offered by the prospective buyer making the lower offer are more favorable). (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

Sale of REO Property. (a) In The Servicer or the event that title Trustee may sell, or permit the sale of, an REO Property only (i) on the terms and subject to the Property is acquired by the Special Servicer for the benefit of the Certificateholders conditions set forth in this Section 3.18 and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund or ii) as otherwise expressly provided in or contemplated pursuant to by Section 8.10. The Special Servicer, on behalf 9.01 of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15Agreement. (b) The Servicer shall use its best efforts, consistent with the Servicing Standard, to solicit offers for an REO Property at a time and in a manner that is consistent with the Servicing Standard and will be reasonably likely to realize a fair price on a timely basis as required by Section 3.16(a). The Servicer may sell REO Properties individually, in groups of one or more REO Properties or all of the REO Properties together (including through a sale of the Equity Interests of one or more of the Borrowers or the Guarantor), in each case as the Servicer may determine to be appropriate in accordance with the Servicing Standard to maximize the proceeds thereof. Subject to Section 3.18(c), the Servicer shall accept the highest cash offer received from any Person that constitutes a fair price for such REO Property or Properties so offered for sale. If the Special Servicer acquires reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 3.18(c) below) for any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holdersa timely basis as required by Section 3.16(a), the Special Servicer shall be empowereddispose of such REO Property upon such terms and conditions as the Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances; provided that, subject notwithstanding anything herein to the Code and to contrary, the specific requirements and prohibitions of this Agreement, to do any and all things in connection with Servicer may sell an REO Property only if the management and operation thereof Servicer determines in accordance with Accepted the Servicing Practices, all on Standard that such terms and for such period as the Special Servicer deems to sale would be in the best interest of the Certificateholders Securityholders. In making the determination described in clause (a), the Servicer shall be entitled to rely on an estimate of the expected proceeds to be received from the sale of the REO Properties made by a Valuation Expert, and the Companion Loan Holders as Servicer shall have no liability if such estimate proves to be incorrect. Any such determination by the Servicer shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee setting forth the basis for such determination, accompanied by a collective whole (taking into account the subordination copy of the Trust B Note related report prepared by the Valuation Expert, if available, and further accompanied by any other information or reports that the Person making such determination may have obtained and that support such determination, the cost of which reports shall be a Servicing Advance. The Servicer shall give the Trustee not less than ten (10) Business Days’ prior written notice of its intention to sell any such REO Property pursuant to this Section 3.18(b). No Interested Person shall be obligated to submit (but none of them shall be prohibited from submitting) an offer to purchase such REO Property, and notwithstanding anything to the A Notes) and consistent with contrary herein, none of the REMIC ProvisionsTrustee in its individual capacity or its Affiliates or agents may bid for or purchase such REO Property. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest Whether any cash bid offer constitutes a fair price for any REO Property or Properties shall be determined by the Servicer or, if such cash offer is from the Servicer or an Affiliate thereof, by the Trustee. In determining whether any offer received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Servicer or the Trustee may designate an independent third party expert in real estate shall be entitled to hire and rely on a Valuation Expert or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar advisor and the cost thereof shall be reimbursable to the REO Property, which such expert shall be selected with reasonable care by Servicer or the Trustee for the sole purpose of as an Additional Trust Fund Expense. In determining whether any such cash offer constitutes received from an Interested Person represents a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determinationREO Property or Properties, the Servicer or the Trustee shall be entitled to rely conclusively upon on (and will be protected in relying solely on) the most recent valuation (if any) conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such third party’s determination valuation or if there has been a material change at the subject property since any such valuation, on a new valuation to be obtained by the Servicer (the cost of which shall be covered by, and be reimbursable as, a Servicing Advance)) and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by Servicer or the Trustee shall be entitled to hire such real estate advisor as it deems necessary in making such determination (the cost of which shall be reimbursable reimbursed to it first, pursuant to Section 8.05(b)) and shall be entitled to rely conclusively thereon. The person conducting any such new valuation must be a Valuation Expert selected by the Servicer as if neither the Servicer nor any affiliate thereof is submitting an Advanceoffer with respect to an REO Property and selected by the Trustee if either the Servicer or any Affiliate thereof is so submitting an offer. Where any Interested Person is among those submitting offers with respect to any REO Property, subject the Servicer shall require that all offers be submitted to it (and, if the Servicer is submitting an offer, shall be submitted by it to the Servicer’s determination Trustee) in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any REO Property or Properties, the Servicer shall take into account the results of any valuation or updated valuation that such amounts are not Nonrecoverable Advancesmay have been obtained by it or any other Person and delivered to the Trustee in accordance with this Agreement within the prior twelve months, and then any Valuation Expert shall be instructed to take into account, as an expense applicable, among other factors, the occupancy level and physical condition of the Trust FundREO Property or Properties, the Net Cash Flows (as defined in the Loan Agreement) generated by the REO Property or Properties and the state of the wireless tower industry. Any price shall be deemed to constitute a fair price if it is an amount that is not less than the Allocated Loan Amount (as defined in the Loan Agreement) for the Site or Sites that constitute such REO Property or Properties. Notwithstanding the foregoing other provisions of this Section 3.18, no cash offer from the Servicer or any Affiliate thereof shall constitute a fair price for an REO Property unless such offer is the highest cash offer received and subject at least two (2) independent offers (not including the offer of the Servicer or any Affiliate) have been received. In the event the offer of the Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited. If an additional offer or offers, as the case may be, are received and the original offer of the Servicer or any Affiliate thereof is the highest of all cash offers received, then the offer of the Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as described above in this Section 3.18(c), that such offer constitutes a fair price for such REO Property or Properties. Any offer by the Servicer shall be unconditional; and, if accepted, such REO Property or Properties shall be transferred to the rights of the Controlling Class RepresentativeServicer without recourse, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes), and the Special Servicer may accept a lower cash offer (from any person representation or warranty other than itself or an affiliate) if it determines, customary representations as to title given in accordance connection with Accepted Servicing Practices, that acceptance the sale of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes)real property. (d) Subject to the provisions of Sections 3.14 3.18(b) and 11.23.18(c) above, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, in negotiating with independent third parties and taking any other action necessary or appropriate in connection with the sale of any REO PropertyProperty or Properties, including and the collection of all amounts payable in connection therewith. In connection therewith, the Servicer may charge prospective offerors, and may retain, fees that approximate the Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account. Any sale of any REO Property or Properties shall be final and without recourse to the TrusteeTrustee or the Trust, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if such sale is consummated in accordance with the terms of this Agreement, none of neither the Trustee, Servicer nor the Certificate Administrator, the Depositor or the Special Servicer Trustee shall have any liability to any Certificateholder Securityholder with respect to the purchase price thereof therefor accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant Subject to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) days of the sale of any REO Property4.06, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement prospective purchaser of accounting for such REO Property, including, without limitation, (i) the date such any REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance any of the Trust Loan and the Companion Loans immediately prior to the acquisition Equity Interests of the REO Property, calculated from the date of acquisition to the disposition date, and (v) Borrowers or Guarantor such other information as the Trustee or the Certificate Administrator or any Companion Loan Holder prospective purchaser may reasonably request. (f) Any sale of an REO Property or Properties shall be for cash only and shall be on a servicing released basis. (g) The Special Notwithstanding any of the foregoing paragraphs of this Section 3.18, the Servicer shall prepare and file on a timely basis not be obligated to accept the reports highest cash offer if the Servicer determines, in accordance with the Servicing Standard, that rejection of foreclosures and abandonments such offer would be in the best interests of the Property required by Section 6050J Securityholders, and the Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Code and Securityholders (for example, if the reports of discharges of indebtedness income in respect of prospective buyer making the Mortgage Loan required lower bid is more likely to perform its obligations or the terms (other than price) offered by Section 6050P of the Codeprospective buyer making the lower offer are more favorable). (h) The Servicer shall notify the Trustee not less than ten (10) days prior to making any Final Recovery Determination.

Sale of REO Property. (a) In the event that title to the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any REO Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner designed to preserve the capital of the Certificateholders and the Companion Loan Holders (as a collective whole (taking into account the subordination of the Trust B Note to the A Notesas if such Certificateholders and Companion Loan Holders constituted a single lender) and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15. (b) If the Special Servicer acquires any REO Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion Loan Holders (as a collective whole (taking into account the subordination of the Trust B Note to the A Noteswhole, as if such Certificateholders and Companion Loan Holders constituted a single lender) and consistent with the REMIC Provisions. (c) Subject to the consent or consultation rights of the Controlling Class Representative, the The Special Servicer shall accept the highest cash bid for any REO Property received from any person. However, in no event may such bid be less than an amount at least equal to the Mortgage Loan Purchase PriceRepurchase Price attributable to such REO Property through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which (subject to the next sentence) it determines is a fair price based on Appraisals obtained within the last nine (9) 9 months. If the highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the REO Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the REO Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing and subject to the rights of the Controlling Class Representativeforegoing, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole (taking into account the subordination of the Trust B Note to the A Noteswhole, as if such Certificateholders and Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole (taking into account the subordination of the Trust B Note to the A Noteswhole, as if such Certificateholders and Companion Loan Holders constituted a single lender). (d) Subject to the provisions of Sections 3.14 and 11.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders, Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable in connection therewith. Any sale of any REO Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Special Servicer, the Trust Fund and Fund, the Certificateholders and the Companion Loan Holders (except such recourse to the Trust Fund and the Companion Loan Holders imposed by representations and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Certificate Administrator, the Depositor or the Special Servicer shall have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee. (e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a). (f) Within thirty (30) 30 days of the sale of any REO Property, the Special Servicer shall provide to the Trustee, the Companion Loan Holders and the Certificate Administrator a statement of accounting for such REO Property, including, without limitation, (i) the date such REO Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such REO Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance Loan Principal Balance of the Trust Loan and the Companion Loans immediately prior to the acquisition of the such REO Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee Trustee, the Companion Loan Holders or the Certificate Administrator or any Companion Loan Holder may reasonably request. (g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Trust Loan and each Companion Loan required by Section 6050P of the Code.