Common use of Sale of Defaulted Loan Clause in Contracts

Sale of Defaulted Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the Repurchase Price or, at its option, if it has received no offer at least equal to the Repurchase Price therefor, purchase the Whole Loan at the 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Mortgage Loan, the Special Servicer shall shall, in accordance with Accepted Servicing Practices, order (but shall not be required to have receivedreceived within that sixty (60)-day period) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Trustee, the Companion Loan Holders, the Risk Retention Consultation Party Holders and the Directing Holder Controlling Class Representative (during any Subordinate Control Period or and any Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon Thereafter, upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Mortgage Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender(taking into account the subordination of the Trust B Note to the A Notes) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) Holders and the Directing Holder Controlling Class Representative (during any Subordinate Control Period or and any Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Mortgage Loan in an amount at least equal to the Repurchase Mortgage Loan Purchase Price or, at its option, if it has received no offer at least equal to the Repurchase Mortgage Loan Purchase Price therefor, purchase the Whole Mortgage Loan at the Repurchase Mortgage Loan Purchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format format, and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b)) and shall forward a copy thereof to the Trustee. The Companion Loans shall are to be sold together with the Whole Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement (including without limitation, Section 5 of the Co-Lender Agreement).

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders, the Risk Retention Consultation Party Holders and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Mortgage Loan or may offer to purchase the Whole 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 Senior Pari Passu Companion Loan Holders Holder (as a collective whole as if such Certificateholders and Senior Pari Passu Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) Certificate Administrator and the Directing Holder (during any Subordinate Control Period or a Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Mortgage Loan in an amount at least equal to the Repurchase Par Purchase Price or, at its option, if it has received no offer at least equal to the Repurchase Par Purchase Price therefor, purchase the Whole Mortgage Loan at the Repurchase Par Purchase 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 Privileged Persons pursuant to Section 8.14(b). The Senior Pari Passu Companion Loans shall be sold together with the Whole Mortgage Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing any Interested Person, the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lenderlender and taking into account the subordination of the Trust B Notes) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right rights of the Directing Holder (during a Subordinate Control Period) Mezzanine Lender to consent purchase the Whole Loan pursuant to a Major Decision and the Directing Holder under Section 9.3Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders, the Risk Retention Consultation Party Holders and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Mortgage Loan or may offer to purchase the Whole 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 Senior Pari Passu Companion Loan Holders Holder (as a collective whole as if such Certificateholders and Senior Pari Passu Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) Certificate Administrator and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Mortgage Loan in an amount at least equal to the Repurchase Par Purchase Price or, at its option, if it has received no offer at least equal to the Repurchase Par Purchase Price therefor, purchase the Whole Mortgage Loan at the Repurchase Par Purchase 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 Privileged Persons pursuant to Section 8.14(b). The Senior Pari Passu Companion Loans shall be sold together with the Whole Mortgage Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder holder of Note B-2 (during if a Subordinate Note B-2 Control Period) Appraisal Period is not continuing), the right of the holder of Note B-1-B (if a Note B-2 Control Appraisal Period is continuing, but a Note B-1-B Control Appraisal Period is not continuing), or the right of the holder of Note B-1-A (if a Note B-2 Control Appraisal Period and a Note B-1-B Control Appraisal Period are continuing, but a Note B-1-A Control Appraisal Period is not continuing), as applicable, to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Junior Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.to

Sale of Defaulted Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder holder of Note B-2 (during if a Subordinate Note B-2 Control Period) Appraisal Period is not continuing), or the right of the holder of Note B-1 (if a Note B-2 Control Appraisal Period is continuing, but a Note B-1 Control Appraisal Period is not continuing), as applicable, to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five Business Days’ (and with regard to the Junior Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder holder of Note B (during if a Subordinate Note B Control PeriodAppraisal Period is not continuing) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five Business Days’ (and with regard to the Junior Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right rights of the Directing Holder (during a Subordinate Control Period) Mezzanine Lender to consent purchase the Whole Loan pursuant to a Major Decision and the Directing Holder under Section 9.3Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan HoldersHolder, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans Loan shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing any Interested Person, the Servicer, the Trustee, the Certificate Administrator, the any Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 any Companion Loan Holders (as a collective whole as if such Certificateholders and any Companion Loan Holders constituted a single lenderlender and taking into account the subordination of the Trust B Note) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the any Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans Loan shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender AgreementAgreement Between Note Holders.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Whole Loan, the Special Servicer shall order (but shall not be required to have receivedreceived within that 60-day period) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party Holders and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) Trustee of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) Holders and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) Certificate Administrator not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the Repurchase Price or, at its option, if it has received no offer at least equal to the Repurchase Price therefor, purchase the Whole Loan at the 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 format, and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b)) and shall forward a copy thereof to the Trustee. The Any Companion Loans shall Loan is to be sold together with the Whole Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the rights of the Mezzanine Lender to purchase the Whole Loan pursuant to the Intercreditor Agreement, the right of the Directing Junior Companion Loan Holder (during if a Subordinate Control PeriodAppraisal Period is not continuing) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five (5) Business Days’ (and with regard to the Junior Companion Loan HoldersHolder, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related 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 Privileged Persons pursuant to Section 8.14(b). The Companion Loans Loan shall be sold together with the Whole Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

Sale of Defaulted Loan. (a) (i) Within 60 sixty (60) days after the occurrence of a Special Servicing Loan EventEvent with respect to the Whole Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party Holder and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) Trustee of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the Directing Holder (during a Subordinate Control Period) to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 (as a collective whole as if such Certificateholders and the Companion Loan Holders Holder constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) Holder and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) Certificate Administrator not less than five (5) Business Days’ (and with regard to the Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the Repurchase Price or, at its option, if it has received no offer at least equal to the Repurchase Price therefor, purchase the Whole Loan at the 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 Privileged Persons pursuant to Section 8.14(b)) and shall forward a copy thereof to the Trustee. The Companion Loans shall Loan is to be sold together with the Whole Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.