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Common use of Sale of the Mortgage Loan Clause in Contracts

Sale of the Mortgage Loan. (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage Loan. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders, the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 10 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Sale of the Mortgage Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the each Property then securing the Mortgage Loan. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders, the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)

Sale of the Mortgage Loan. (a) (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage Loaneach Property. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion Loan HoldersHolder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan HoldersHolder(s), the Trustee, the Certificate Administrator, the Operating Advisor, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price applicable to the Mortgage Loan (which will be calculated in a matter similar to that set forth under the definition of “Repurchase Price” utilizing amounts applicable to the Mortgage Loan as a whole), or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase PricePrice (calculated based on the Mortgage Loan instead of the Trust Loan). Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator and the Operating Advisor in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Sale of the Mortgage Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the each Property then securing the Mortgage Loan, and the cost of such Appraisal shall be paid by the Servicer as a Property Protection Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan HoldersHolder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, promptly notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the any related mezzanine intercreditor agreement, if anyagreement and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan HoldersHolder(s), the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price applicable to the Mortgage Loan (which will be calculated in a manner similar to that set forth under the definition of “Repurchase Price” utilizing amounts applicable to the Mortgage Loan as a whole), or, if it has received no offer at least equal to such Repurchase Price (calculated based on the Repurchase PriceMortgage Loan instead of the Trust Loan), the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase PricePrice (calculated based on the Mortgage Loan instead of the Trust Loan). Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2024-V10 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)

Sale of the Mortgage Loan. (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage LoanProperty. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan HoldersHolder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan HoldersHolder(s), the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) (or purchase by the Special Servicer for the Repurchase PricePrice (calculated based on the Mortgage Loan instead of the Trust Loan)), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property ManagersManager, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below)loan, any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or representative thereof (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (vb) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (bc) The right of the Special Servicer to purchase or sell the Trust Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the followingbecause: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (cd) Any sale of the Mortgage Loan shall be for cash only. (de) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

Sale of the Mortgage Loan. (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage LoanProperty. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion Loan HoldersHolder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan HoldersHolder(s), the Trustee, the Certificate Administrator, the Operating Advisor, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator and the Operating Advisor in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) (or purchase by the Special Servicer for the Repurchase PricePrice (calculated based on the Mortgage Loan instead of the Trust Loan)), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), the Operating Advisor, a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the any Property ManagersManager, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below)loan, any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or representative thereof (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (vb) Any sale of the Trust Mortgage Loan shall be subject to any applicable the consent and/or consultation rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party set forth in Section 9.3Sections 9.3 and 9.5(f). (bc) The right of the Special Servicer to purchase or sell the Trust Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the followingbecause: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (cd) Any sale of the Mortgage Loan shall be for cash only. (de) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Sale of the Mortgage Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage LoanProperty. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Operating Advisor, any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, promptly notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the any related mezzanine intercreditor agreement, if anyagreement and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, whole as if the Trust and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders, the Trustee, the Certificate Administrator, the Operating Advisor, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to shall accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price (for the Mortgage Loan) or, if it has received no offer at least equal to the such Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator and the Operating Advisor in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 1 contract

Samples: Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)

Sale of the Mortgage Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage LoanProperty. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Controlling Class Representative (during any applicable Consenting Party CCR Control Period and any applicable Consulting CCR Consultation Period) and the Risk Retention Consultation Party (during any CCR Consultation Period and any CCR Consultation Termination Period) of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreementthe Mezzanine Intercreditor Agreement, but in any event no later than five Business Days after receipt of such notice, so notify any related mezzanine lender the Mezzanine Lender of the occurrence of such Special Servicing Loan Event, which notice may result in Event thereby triggering the trigger of such mezzanine lenderMezzanine Lender’s purchase option rights under the related mezzanine intercreditor agreementMezzanine Intercreditor Agreement). Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender the Mezzanine Lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if anyMezzanine Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lenderlender and taking into account the subordinate nature of the Junior Trust Note) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any applicable Consenting Party CCR Control Period and any applicable Consulting CCR Consultation Period) and the Risk Retention Consultation Party (during any CCR Consultation Period and any CCR Consultation Termination Period) not less than 5 Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3. (b) The right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (c) Any sale of the Mortgage Loan shall be for cash only. (d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

Sale of the Mortgage Loan. (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage LoanProperty. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan HoldersHolder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan HoldersHolder(s), the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement. (ii) In the absence of any offer at least equal to the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) (or purchase by the Special Servicer for the Repurchase PricePrice (calculated based on the Mortgage Loan instead of the Trust Loan)), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), the Operating Advisor, a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention Consultation Party, any Borrower Restricted Party, the any Property ManagersManager, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan (except to the extent described below)loan, any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or representative thereof (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan. (iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and Companion Loan Holders Holder(s) constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) (as a collective whole as if such Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date. (iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions. (vb) Any sale of the Trust Loan shall be subject to (A) any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.39.3 and (B) any applicable consultation rights of the Operating Advisor set forth in Sections 9.3 and 9.5(f). (bc) The right of the Special Servicer to purchase or sell the Trust Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent as a result of any of the followingbecause: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement. (cd) Any sale of the Mortgage Loan shall be for cash only. (de) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)