Common use of Sale of Specially Serviced Mortgage Loans and REO Properties Clause in Contracts

Sale of Specially Serviced Mortgage Loans and REO Properties. (a) With respect to any Specially Serviced Mortgage Loan or REO Property which the Special Servicer has determined to sell in accordance with Section 3.10 or otherwise, the Special Servicer shall deliver to the Trustee, each of the Rating Agencies and the Controlling Class Representative an Officer's Certificate to the effect that the Special Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this Section 3.18. The Special Servicer will give the Trustee and the Controlling Class Representative not less than 10 Business Days' prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property. The Controlling Class Representative may, at its option, within 30 days after receipt of such notice, purchase (or designate an Affiliate to purchase) any such Specially Serviced Mortgage Loan or REO Property out of the Trust Fund at a cash price equal to the applicable Repurchase Price. The Repurchase Price for any Specially Serviced Mortgage Loan or REO Property purchased under this Section 3.18(a) shall be deposited into the Collection Account, and the Trustee, upon receipt of an Officer's Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the Controlling Class Representative (or the designated Affiliate thereof) the related Mortgage File, and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as shall be provided to it and are reasonably necessary to vest in the ownership of such Mortgage Loan or REO Property. In connection with any such purchase, the Special Servicer shall deliver the related Servicing File to the Certificateholder effecting such purchase.

Sale of Specially Serviced Mortgage Loans and REO Properties. (a) With respect to any Specially Serviced Mortgage Loan or REO Property which the Special Servicer has determined to sell in accordance with Section 3.10 or otherwise, the Special Servicer shall deliver to the Trustee, each of the Rating Agencies and the Controlling Class Representative Trustee an Officer's Certificate to the effect that the Special Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property in accordance with this Section 3.18. The Special Servicer will give the Trustee and the Controlling Class Representative not less than 10 Business Days' prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property. The Controlling Class Representative Trustee shall, within 5 Business Days after receipt of such notice, notify the Operating Adviser. The Operating Adviser may, at its option, within 30 days after receipt of such notice, purchase (or designate an Affiliate to purchase) any such Specially Serviced Mortgage Loan or REO Property out of the Trust Fund at a cash price equal to the applicable Repurchase Price. The Repurchase Price for any Specially Serviced Mortgage Loan or REO Property purchased under this Section 3.18(a) shall be deposited into the Collection Account, and the Trustee, upon receipt of an Officer's Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the Controlling Class Representative Operating Adviser (or the designated Affiliate thereof) the related Mortgage File, and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as shall be provided to it and are reasonably necessary to vest in the ownership of such Mortgage Loan or REO Property. In connection with any such purchase, the Special Servicer shall deliver the related Servicing File to the Certificateholder effecting such purchase.

Sale of Specially Serviced Mortgage Loans and REO Properties. (a) With respect to any Specially Serviced Mortgage Loan or REO Property which If the Special Servicer has determined to sell any Specially Serviced Mortgage Loan in accordance with Section 3.10 or otherwise(after consultation with the Automobile Adviser in the case of Automobile Loans), the Special Servicer shall deliver to promptly notify, in writing, the Servicer and the Trustee, each of the Rating Agencies and the Controlling Class Representative an Officer's Certificate to the effect that the Special Servicer has determined to sell such Specially Serviced Mortgage Loan or REO Property Trustee shall so notify, in accordance with this Section 3.18. The Special Servicer will give the Trustee and the Controlling Class Representative not less than 10 Business Days' prior written notice of its intention to sell any Specially Serviced Mortgage Loan or REO Property. The Controlling Class Representative may, at its optionwriting, within 30 10 days after receipt of such its notice, purchase the Holders of the Controlling Class. The Holder or Holders of the majority of the Voting Rights (the "Majority Certificateholder") of the Controlling Class may at its (or designate an Affiliate their) option purchase from the Trust Fund, at a price equal to purchase) the Repurchase Price, any such Specially Serviced Mortgage Loan or REO Property out of the Trust Fund at a cash price equal to the applicable Repurchase PriceLoan. The Repurchase Price for any Specially Serviced Mortgage Loan or REO Property purchased under this Section 3.18(a) hereunder shall be deposited into the Collection Account, and the Trustee, upon receipt of an Officer's Officers' Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the Majority Certificateholder of the Controlling Class Representative (or the designated Affiliate any designee thereof) the related Mortgage File, and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty as shall be provided to it and are reasonably necessary to vest in the Majority Certificateholder of the Controlling Class (or any designee thereof) ownership of such Specially Serviced Mortgage Loan or REO Property. In connection with any such purchase, the Special Servicer shall deliver the related Servicing File to the Certificateholder effecting such purchaseLoan.