Common use of (a) Clause in Contracts

(a). Solely for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class: (i) the first Appraisal shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with Sections

(a). Solely for purposes If, notwithstanding the use by the Credit Parties of determining whether commercially reasonable efforts to comply with clause (d)(iii) of this Section as it relates to creation or perfection of any security interest granted pursuant to any Credit Document (other than security interests that may be perfected by (x) the filing of a Subordinate Control Period is financing statement under the Uniform Commercial Code or the PPSA and (y) the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Credit Documents, other than equity securities of any entities acquired in effect the Specified Acquisition which shall be delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in writing in its sole discretion) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the availability of the Delayed Draw Term Loan and the identity of Limited Condition Revolving Loans on the Subordinate Class: Delayed Draw Funding Date (i) the first Appraisal but shall be disregarded required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and have no force or effectin any event, andwith respect to the execution and delivery of joinder and security documents with respect to the Target, if an Appraisal Reduction Amount is already then in effectwithin forty-five (45) days following the Delayed Draw Funding Date, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (orand with respect to all other filings and deliveries, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (andthe Delayed Draw Funding Date or, in each case, such eventlater date as the Administrative Agent may agree in writing in its sole discretion). Notwithstanding anything herein to the contrary, an Appraisal Reduction Amount calculated the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the basis of such first Appraisal, if any, Delayed Draw Funding Date shall be effective); and (ii) if subject only to the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has conditions in this Section 6.02 having been calculated, then (i) during any Subordinate Control Period, the Holder satisfied (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer waived in accordance with the Servicing StandardSection 12.12). Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property For clarification purposes and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding notwithstanding anything to the contrary contained in any other Section of this Agreement, during the Special Servicer shall notify period from the Master Servicer whenever a Servicing Advance is required Effective Date to be made with respect to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer Lender shall be entitled to reimbursement for (a) terminate any Servicing Advance made by of its Commitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, (b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Credit Documents or otherwise it at may have, in each case to the direction extent to do so would prevent, limit or delay the making of the Special ServicerDelayed Draw Term Loan or Limited Condition Revolving Loans on the Delayed Draw Funding Date, together with Advance Interest (c) refuse to participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of its portion of the Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder to the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, in each case, the conditions in this Section 6.02 have been satisfied (or waived in accordance with SectionsSection 12.12).

(a). Solely for For purposes of determining whether this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a Subordinate Control Period manner as is in effect practicable under the circumstances and not inconsistent with the identity reason for such excess. Revolving Advances made after Agent has determined the existence of the Subordinate Class: (i) the first Appraisal involuntary overadvances shall be disregarded deemed to be involuntary overadvances and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer decreased in accordance with the Servicing Standardpreceding sentence. Subject In addition to (and not in substitution of) the Special Servicerdiscretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, from time to time in Agent’s confirmationsole discretion, determined in accordance with (A) after the Servicing Standard, that there has been a change with respect to occurrence and during the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence continuation of a Subordinate Control PeriodDefault or Event of Default, Collective Consultation Period or Senior Consultation Period and(B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 have not been satisfied, if applicableto make Revolving Advances to Borrowers on behalf of Lenders that Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the allocation of Voting Rights among the respective Classes of Principal Balance CertificatesCollateral, or any portion thereof, (ib) to enhance the Appraised Value likelihood of, or maximize the amount of, repayment of the related Mortgaged Property used Advances and other Obligations, or (c) to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced pay any other amount chargeable to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount Borrowers pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt terms of the applicable Appraisal or preparation of the applicable internal valuation)this Agreement; provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in that at any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect time after giving effect to any Specially Serviced Mortgage Loan or REO Property, and, such Revolving Advances the Master Servicer shall outstanding Revolving Advances do not exceed one hundred and ten percent (subject to Section 3.11(h)110%) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with SectionsFormula Amount.

(a). Solely for purposes of determining whether a Subordinate Control Period is in effect and the identity Section 2.1(a) of the Subordinate Class: Agreement is hereby amended and restated in its entirety to read as follows: “On or prior to the Effective Date, the Company shall incorporate GGO with issued and outstanding capital stock consisting of at least the GGO Common Share Amount of shares of common stock (ithe “GGO Common Stock”), designate an employee of the Company familiar with the Identified Assets and reasonably acceptable to each Purchaser to serve as a representative of GGO (the “GGO Representative”) and shall contribute to GGO (directly or indirectly) the first Appraisal shall be disregarded assets (and/or equity interests related thereto) set forth in Exhibit E hereto and have no force GGO assume directly or effect, and, if an Appraisal Reduction Amount is already then in effect, indirectly the Appraisal Reduction Amount for associated liabilities (the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuationIdentified Assets”); provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information that to the Special Servicer extent the Company is prohibited by Law from contributing one or more of the Identified Assets to GGO or the contribution thereof would breach or give rise to a default under any Contract, agreement or instrument that would, in the manner and timing set forth good faith judgment of the Company in this sentence. (b) Notwithstanding anything to consultation with the contrary contained GGO Representative, impair in any other Section material respect the value of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required relevant Identified Asset or give rise to be made with respect to any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance additional liability (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property liability that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days orwould not, in the case aggregate, be material) on the part of an Emergency Advance, not later than two (2) Business Days (provided GGO or the request sets forth the nature Company or a Subsidiary of the emergency)Company, in advance of the date on which Company shall (i) to the subject Servicing Advance is extent not prohibited by Law or would not give rise to such a default, take such action or cause to be made and shall be accompanied by taken such information and documentation regarding the subject Servicing Advance other actions in order to place GGO, insofar as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days orpossible, in the case same economic position as if such Identified Asset had been transferred as contemplated hereby and so that, insofar as reasonably possible, substantially all the benefits and burdens (including all obligations thereunder but excluding any obligations that arise out of the transfer of the Identified Asset to the extent included in Permitted Claims) relating to such Identified Asset, including possession, use, risk of loss, potential for gain and control of such Identified Asset, are to inure from and after the Closing to GGO (provided that as soon as a consent for the contribution of an Emergency Advance, on a date that Identified Asset is earlier than two (2) Business Days, following obtained or the Master Servicer’s receipt of such request. If the request contractual impediment is timely and properly maderemoved or no longer applies, the requesting Special Servicer applicable Identified Asset shall be relieved promptly contributed to GGO), or (ii) to the extent the actions contemplated by clause (i) are not possible without resulting in a material and adverse effect on the Company and its Subsidiaries (as reasonably determined by the Company in consultation with the GGO Representative), contribute other assets, with the consent of any obligations each Purchaser (which such Purchaser shall not unreasonably withhold, condition or delay), having an economically equivalent value and related financial impact on the Company (in each case, as reasonably agreed by each Purchaser and the Company in consultation with respect the GGO Representative) to a Servicing Advance that it the Identified Asset not so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with Sectionscontributed.”

(a). Solely for For purposes of determining whether this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrower decrease such excess in as expeditious a Subordinate Control Period manner as is in effect practicable under the circumstances and not inconsistent with the identity reason for such excess. Revolving Advances made after Agent has determined the existence of the Subordinate Class: (i) the first Appraisal involuntary overadvances shall be disregarded deemed to be involuntary overadvances and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer decreased in accordance with the Servicing Standardpreceding sentence. Subject In addition to (and not in substitution of) the Special Servicerdiscretionary Revolving Advances permitted above in this Section 15.2, Agent is hereby authorized by Loan Parties and Lenders, from time to time in Agent’s confirmationsole discretion, determined in accordance with (A) after the Servicing Standard, that there has been a change with respect to occurrence and during the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence continuation of a Subordinate Control PeriodDefault or an Event of Default, Collective Consultation Period or Senior Consultation Period and(B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, if applicableto make Revolving Advances to Borrower on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the allocation of Voting Rights among the respective Classes of Principal Balance CertificatesCollateral, or any portion thereof, (i2) to enhance the Appraised Value likelihood of, or maximize the amount of, repayment of the related Mortgaged Property used Advances and other Obligations, or (3) to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced pay any other amount chargeable to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount Borrower pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt terms of the applicable Appraisal or preparation of the applicable internal valuation)this Agreement; provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in that at any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect time after giving effect to any Specially Serviced Mortgage Loan or REO Property, and, such Revolving Advances the Master Servicer shall outstanding Revolving Advances do not exceed one hundred and ten percent (subject to Section 3.11(h)110%) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with SectionsFormula Amount.

(a). Solely for For purposes of determining whether this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a Subordinate Control Period manner as is in effect practicable under the circumstances and not inconsistent with the identity reason for such excess. Revolving Advances made after Agent has determined the existence of the Subordinate Class: (i) the first Appraisal involuntary overadvances shall be disregarded deemed to be involuntary overadvances and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer decreased in accordance with the Servicing Standardpreceding sentence. Subject In addition to (and not in substitution of) the Special Servicer’s confirmation, determined discretionary Revolving Advances permitted above in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was materialthis Section 16.2, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal Agent is hereby authorized by Borrowers and updated information. If required by any such recalculationthe Lenders, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated from time to such Class shall have its related Certificate Principal Balance notionally restored to time in the extent required by such recalculationAgent’s sole discretion, (A) after the occurrence and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, during the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence continuation of a Subordinate Control PeriodDefault or an Event of Default, Collective Consultation Period or Senior Consultation Period and(B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, if applicableto make Revolving Advances to Borrowers on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the allocation of Voting Rights among the respective Classes of Principal Balance CertificatesCollateral, or any portion thereof, (ib) to enhance the Appraised Value likelihood of, or maximize the amount of, repayment of the related Mortgaged Property used Advances and other Obligations, or (c) to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced pay any other amount chargeable to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount Borrowers pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt terms of the applicable Appraisal or preparation of the applicable internal valuation)this Agreement; provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in that at any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect time after giving effect to any Specially Serviced Mortgage Loan or REO Property, and, such Revolving Advances the Master Servicer shall outstanding Revolving Advances do not exceed one hundred and ten percent (subject to Section 3.11(h)110%) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with SectionsFormula Amount.

(a). Solely for For purposes of determining whether a Subordinate Control Period is in effect this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be “Eligible Receivables,” “Eligible Unbilled Receivables,” an “Eligible Guaranteed Revenue Invoice” or “Eligible Inventory,” as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances and Outstanding Swing Loans are thereafter returned for insufficient funds or overadvances are made to protect or preserve the identity Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances and Outstanding Swing Loans to exceed the Formula Amount by more than five percent (5%) of the Subordinate Class: (i) Formula Amount, Agent shall use its efforts to have Borrower decrease such excess in as expeditious a manner as is practicable under the first Appraisal circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be disregarded deemed to be involuntary overadvances and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer decreased in accordance with the Servicing Standardpreceding sentence. Subject In addition to (and not in substitution of) the Special Servicer’s confirmationdiscretionary Revolving Advances permitted above in this Section 15.2, determined in accordance with the Servicing Standard, that there has been a change Agent and PNC with respect to Swing Loans is hereby authorized by Borrower and the related Mortgaged Property Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence and such change was material, during the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence continuation of a Subordinate Control PeriodDefault or an Event of Default, Collective Consultation Period or Senior Consultation Period and(B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, if applicableto make Revolving Advances and/or Swing Loans to Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the allocation of Voting Rights among the respective Classes of Principal Balance CertificatesCollateral, or any portion thereof, (ib) to enhance the Appraised Value likelihood of, or maximize the amount of, repayment of the related Mortgaged Property used Advances and other Obligations, or (c) to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced pay any other amount chargeable to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount Borrower pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt terms of the applicable Appraisal or preparation of the applicable internal valuation)this Agreement; provided, however, that at any time after giving effect to any such Revolving Advances the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer outstanding Revolving Advances (including any Out-of-Formula Loans made in the manner Agent’s discretion as permitted pursuant to this Section 15.2) do not exceed the lesser of (x) one hundred and timing set forth in this sentence. five percent (b105%) Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of Formula Amount and (y) the date on which the subject Servicing Maximum Revolving Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with SectionsAmount.

(a). Solely for purposes of determining whether a Subordinate Control Period If at any time the Borrower determines in its reasonable judgment that any insurance (including the limits or deductibles thereof) required to be maintained by this Section 6.13 is not available on commercially reasonable terms due to prevailing conditions in effect and the identity commercial insurance market at such time, then upon the written request of the Subordinate Class: Borrower together with a written report of the Borrower’s insurance broker or another independent insurance broker of nationally-recognized standing in the insurance industry (i) the first Appraisal shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under this Agreement (or, if no certifying that such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal, such second Appraisal insurance is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier available on commercially reasonable terms (and, in such eventany case where the required maximum coverage is not reasonably available, an Appraisal Reduction Amount calculated on certifying as to the basis of such first Appraisalmaximum amount which is so available), if any, shall be effective); and (ii) if explaining in detail the Subordinate Class Representative exercises its right basis for such broker’s conclusions (including but not limited to direct the Special Servicer to obtain a second Appraisal cost of obtaining the required coverage(s) as well as the proposed alternative coverage(s)), and (iii) containing such second Appraisal is received by other information as the Special Servicer within ninety Administrative Agent (90in consultation with the Insurance Consultant) days following such directionmay reasonably request, the Appraisal Reduction Amount Administrative Agent may (if any), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder, shall have the right, at its sole cost and expense, to present to the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance after consultation with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property Insurance Consultant) temporarily waive such requirement and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored only to the extent required that the Borrower can demonstrate that such temporary waiver will not cause the Borrower or the Relevant Parties to be out of compliance with the insurance requirements that were established by such recalculation, and there shall be the Required Lenders in consultation with the Insurance Consultant for Wholly Owned Opcos or the applicable Tax Equity Documents or that a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount similar waiver has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in obtained under such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, however, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably requestTax Equity Documents; provided, however, that the Special Servicer shall Required Lenders, may in its sole judgment, decline to waive any such insurance requirement(s). At any time after the granting of any temporary waiver pursuant to this Section 6.13 but not be entitled to make such a request more frequently than once per calendar month in any year, the Administrative Agent may request, and the Borrower shall furnish to the Administrative Agent within thirty (30) days after such request, an updated insurance report reasonably acceptable to the Administrative Agent (in consultation with respect the Insurance Consultant) from the Sponsor’s independent insurance broker. Any waiver granted pursuant to Servicing Advances other than Emergency Advances this Section 6.13 shall expire,without further action by any party, immediately upon (although A) such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested waived insurance requirement becoming available on commercially reasonable terms, as reasonably determined by the Special Servicer to make Administrative Agent, (as described abovein consultation with the Insurance Consultant) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five or (5B) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction failure of the Special ServicerBorrower to deliver an updated insurance report pursuant to clause (ii) above.without further action by any party, together immediately upon (A) such waived insurance requirement becoming available on commercially reasonable terms, as reasonably determined by the Administrative Agent, (in consultation with Advance Interest in accordance with Sectionsthe Insurance Consultant) or (B) failure of the Borrower to deliver an updated insurance report pursuant to clause (ii) above.

(a). Solely for purposes of determining whether a Subordinate Control Period is in effect The De Minimis Threshold and the identity Basket shall not apply to any Losses for which indemnification is available under Section 8.3. The aggregate liability of Washington Group International with respect to Losses suffered by Seller Indemnified Parties as a result of any event or circumstance for which indemnification is available under Sections 8.3(b) and 9.2 shall not exceed ten percent (10%) of the Subordinate Class: (iFinal Agreed Cap Value; provided, however, that such limitation shall not apply to the extent that such Losses arise directly from any fraudulent actions by Washington Group International, Buyer or their Affiliates. The aggregate liability of Seller with respect to Losses suffered by Buyer Indemnified Parties as a result of events and circumstances for which indemnification is available under Sections 8.3(a) the first Appraisal and 9.3 shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis not exceed 100% of the most recent prior Appraisal Final Agreed Cap Value; provided, however, that (x) such limitation shall not apply to the extent that such Losses arise directly from any fraudulent actions by Seller or updated Appraisal obtained under this Agreement its Affiliates, and (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Classy) unless and until the (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second Appraisal within the exercise period described above or (bA) if the Subordinate Class Representative exercises its right aggregate Losses for which Seller would be required to direct make or has made indemnification payments under Sections 8.3(a) and 9.3, assuming that Seller's aggregate indemnification liability hereunder were not capped at the Special Servicer Final Agreed Cap Value and taking into account all indemnification payments made by Seller pursuant to obtain a second Appraisal, such second Appraisal is not received by the Special Servicer within ninety (90) days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective); and (ii) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second Appraisal and such second Appraisal is received by the Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if anySection 9.4(a)(iv)(B), calculated on the basis of the second Appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first Appraisal shall be effective. In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25exceed 100% of the initial Class Principal Balance Final Agreed Cap Value (the "Excess Claim Circumstance"), or (B) if an Indemnification Claim is reasonably stated to be in the amount of each such Class and at least $50,000,000 (ii) during any Collective Consultation Periodthe "Significant Claim Circumstance"), then, in the case of either the Excess Claim Circumstance or the Significant Claim Circumstance, the Majority Subordinate Certificateholder, parties to this Agreement shall have the rightrights and obligations set forth in Section 9.4(a)(iv) below. Washington Group International shall have the right to request that Seller purchase 100% of the issued and outstanding share capital of BMT and the WGI Loan, at if any (collectively, the "Put Interests"), from Buyer and its sole cost and expenseAffiliates if the Excess Claim Circumstance or the Significant Claim Circumstance occurs. As used in this Agreement, "WGI Loan" means the total outstanding unpaid principal amount of all funds lent, contributed or advanced by Washington Group International or its Affiliates to present BMT, including any remaining balance of the amounts advanced pursuant to Section 2.1(c) to fund repayment of the Special Servicer an additional Appraisal prepared by a Qualified Appraiser on an “as-is” basis and acceptable to the Special Servicer Jamaica Loan in accordance with the Servicing Standardthis Agreement, together with all accrued and unpaid interest thereon. Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by any such recalculation, any applicable Class Washington Group International's exercise of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there this right shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect. With respect by written notice to each Class of Control Eligible CertificatesSeller (the "Put Notice"), the right to present the Special Servicer with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated. With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is” basis and given promptly (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates shall be treated as a single Class in such notional allocation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in the Master Servicer’s possession that is reasonably required to determine or calculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten such time as it would be required to deliver a Notice of Claim under Section 9.5(a)). The Put Notice shall include all information within Washington Group International's or its Affiliates' (10including BMT) knowledge relating to the Indemnification Claim upon which the Put Notice is based. Within thirty (30) Business Days, Days after the Special Servicer’s receipt of the applicable Appraisal Put Notice related to an Excess Claim Circumstance, Seller shall elect, by written notice to Washington Group International, either (x) to purchase the Put Interests or preparation of (y) to agree to indemnify the applicable internal valuation); provided, however, Buyer Indemnified Parties for the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (b) Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or REO Property, and, the Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance (other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days (provided the request sets forth the nature of the emergency), in advance of the date on Indemnification Claim upon which the subject Servicing Advance Put Notice is to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although such request may relate to more than one Servicing Advance). The Master Servicer shall have the obligation to make any such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency Advance, on a date that is earlier than two (2) Business Days, following the Master Servicer’s receipt of such request. If the request is timely and properly made, the requesting Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Master Servicer to make with respect to any Specially Serviced Mortgage Loan or REO Property (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with Advance Interest in accordance with Sectionsbased.