Common use of Additional Obligations of Master Servicers and Special Servicer Clause in Contracts

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with the Controlling Class Representative, shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with the Controlling Class Representative, shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the applicable Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the applicable Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the applicable Special Servicer has no knowledge of changed circumstances that in the applicable Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the applicable Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the applicable Special Servicer, in consultation with the Controlling Class RepresentativeRepresentative (other than in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans and has an associated Serviced Mortgage Loan Group Controlling Party) or the related Serviced Mortgage Loan Group Controlling Party (in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans and has an associated Serviced Mortgage Loan Group Controlling Party), shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the applicable Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the applicable Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with the Controlling Class Representative, shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an -168- Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the Special Servicer. In connection A Serviced Pooled Mortgage Loan shall cease to be a Required Appraisal Loan if and when, following the occurrence of the most recent Appraisal Trigger Event, any and all Servicing Transfer Events with respect to such Mortgage Loan have ceased to exist and no other Appraisal Trigger Event has occurred with respect thereto during the preceding ninety (90) days. For so long as any Serviced Pooled Mortgage Loan or related REO Pooled Mortgage Loan remains a Required Appraisal Loan, the Special Servicer shall, within 30 days of each anniversary of such Mortgage Loan's having become a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or less, at the Special Servicer's option, conduct) an update of the prior Appraisal. If such update is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such update, the Special Servicer shall redetermine, in consultation with the Controlling Class Representative, and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. Promptly following the receipt of, and based upon, such update, in the case of the Marquis Apartments Mortgaged Property, the Plaza La Cienega Mortgaged Property related to any Serviced Mortgage Loan Groupor the Garden State Pavilion Mortgaged Property, the Special Servicer shall also determine redetermine, and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable related Serviced Non-Pooled Mortgage Loan Noteholder(s) Noteholder, the Appraisal Reduction Amount, if any, with respect to the entire such Serviced related Mortgage Loan Group (calculated, for purposes of this sentence, as if it were was a single Serviced Pooled Mortgage Loan). The Controlling Class Representative shall have the right at any time, but not more frequently that once in any six month period, to require that the Special Servicer obtain a new Appraisal of the subject Mortgaged Property in accordance with MAI standards, at the expense of the Controlling Class Certificateholders. Upon receipt of such Appraisal, the Special Servicer shall deliver a copy thereof to the Trustee, the applicable Master Servicer, the Controlling Class Representative. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer shall redetermine and report to the Trustee, the Master Servicer and the Controlling Class Representative the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Mortgage Loan. (b) Notwithstanding anything to the contrary contained in any other Section of this Agreement, the Special Servicer shall notify the applicable Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or Administered REO Property, and, such Master Servicer shall (subject to Section 3.11(h)) make such Servicing Advance; provided that the Special Servicer shall make any Servicing Advance on a Specially Serviced Mortgage Loan or Administered REO Property that constitutes an Emergency Advance. Each such notice and request shall be made, in writing, not less than five (5) Business Days (and, to the extent reasonably practicable, at least ten (10) Business Days) 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 applicable 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 (although such request may relate to more than one Servicing Advance). Each 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 Business Days following such 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 applicable Master Servicer to make with respect to any Specially Serviced Mortgage Loan or Administered REO Property (regardless of whether or not such Master Servicer shall make such Servicing Advance). Each 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 3.05(a) and

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty Each Master Servicer shall deposit in its Collection Account on each P&I Advance Date, without any right of reimbursement therefor with respect to those Trust Mortgage Loans, if any, as to which it is the applicable Master Servicer and that were, in each case, subject to a voluntary Principal Prepayment (60other than Principal Prepayments from Insurance Proceeds or Liquidation Proceeds) days during the most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the amount of all of the related Prepayment Interest Shortfalls and (ii) the sum of any and all Master Servicing Fees (calculated for this purpose only at a rate of 0.01% per annum) and Prepayment Interest Excesses received by such Master Servicer during such Collection Period on those Trust Mortgage Loans and REO Trust Mortgage Loans as to which it is the applicable Master Servicer; provided that if a Prepayment Interest Shortfall occurs as a result of a Master Servicer's allowing the Mortgagor to deviate from the terms of the related loan documents regarding principal prepayments (other than (a) subsequent to a material default under the related loan documents, (b) pursuant to applicable law or within such longer period as court order or (c) at the request or with the consent of the Special Servicer is (as certified thereby to or the Trustee Controlling Class Representative), then the amount in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, clause (ii) becomes an of this sentence will be replaced with the sum of (x) all Master Servicing Fees and Prepayment Interest Excesses payable to such Master Servicer with respect to the Trust Mortgage Loans and any REO Pooled Trust Mortgage Loans as to which such Master Servicer is the applicable Master Servicer for the subject Collection Period, inclusive of any portion thereof payable to a third-party primary servicer and inclusive of any Excess Servicing Strip and (y) any investment income earned on the related principal prepayment during such Collection Period while on deposit in such Master Servicer's Collection Account. Any Prepayment Interest Excesses received by a Master Servicer during any Collection Period and not otherwise applied as described in the prior sentence will be applied, to the extent necessary, to cover any Prepayment Interest Shortfall related to a Trust Mortgage Loan serviced by that Master Servicer, which Prepayment Interest Shortfall was incurred during such Collection Period and was not otherwise offset by the payments described in the prior sentence. (a) in respect of a prior Collection Period, but failed to do so. In addition, on the first P&I Advance Date that follows the end of the Collection Period in which occurs the Stated Maturity Date of any Late Payment Date Trust Mortgage Loan, the applicable Master Servicer shall deposit in the Distribution Account (iiiwithout any right of reimbursement) with respect a cash amount equal to which a receiver or similar official is appointed and continues the Balloon Payment Interest Shortfall for 60 days in such capacity in respect of the related Mortgaged PropertyTrust Mortgage Loan. (b) The applicable Master Servicer shall, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (as to each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Trust Mortgage Loan that is secured by the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal interest of the related Mortgaged PropertyMortgagor under a Ground Lease, unless an Appraisal thereof had previously been received promptly (or, if applicable, conducted) and in any event within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value 60 days of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, Closing Date) notify the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction related ground lessor in writing of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, transfer of such Appraisal, the Special Servicer, in consultation with the Controlling Class Representative, shall determine and report Serviced Trust Mortgage Loan to the Certificate Administrator, Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect related Ground Lease should thereafter be forwarded to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, . (c) The applicable Master Servicer shall promptly deliver to the Controlling Class Representative Special Servicer (and the applicable in any event within five (5) Business Days following receipt) any written evidence it receives of an institutional lender's binding commitment to refinance a Serviced Non-Pooled Trust Mortgage Loan Noteholder(s) within 60 days after the Appraisal Reduction Amount, if any, with respect to the entire due date of such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Trust Mortgage Loan)'s Balloon Payment.

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the applicable Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the applicable Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the applicable Special Servicer has no knowledge of changed circumstances that in the applicable Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the applicable Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the applicable Special Servicer, in consultation with the Controlling Class RepresentativeRepresentative (other than in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans) or the related Serviced Mortgage Loan Group Controlling Party (in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans), shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the applicable Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the applicable Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty Each Master Servicer shall deposit in its Collection Account on each P&I Advance Date, without any right of reimbursement therefor with respect to those Trust Mortgage Loans, if any, as to which it is the applicable Master Servicer and that were, in each case, subject to a voluntary Principal Prepayment (60other than Principal Prepayments from Insurance Proceeds or Liquidation Proceeds) days (or within such longer period as during the Special Servicer is (as certified thereby most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest lesser of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence amount of a Servicing Transfer Event, all of the related Prepayment Interest Shortfalls and (ii) becomes an the sum of any and all Master Servicing Fees (calculated for this purpose only at a rate of 0.01% per annum) and Prepayment Interest Excesses received by such Master Servicer during such Collection Period on those Trust Mortgage Loans and REO Pooled Trust Mortgage Loan, (iii) with respect Loans as to which it is the applicable Master Servicer; provided that if a receiver or similar official is appointed and continues for 60 days in such capacity in respect Prepayment Interest Shortfall occurs as a result of a Master Servicer's allowing the Mortgagor to deviate from the terms of the related Mortgaged Propertyloan documents regarding principal prepayments (other than (a) subsequent to a material default under the related loan documents, (ivb) the related Borrower becomes the subject of bankruptcy, insolvency pursuant to applicable law or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, court order or (vc) any Monthly Payment becomes 60 days at the request or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction consent of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with or the Controlling Class Representative), shall determine then the amount in clause (ii) of this sentence will be replaced with the sum of (x) all Master Servicing Fees and report Prepayment Interest Excesses payable to such Master Servicer with respect to the Certificate Administrator, the Trustee Trust Mortgage Loans and any REO Trust Mortgage Loans as to which such Master Servicer is the applicable Master Servicer for the then applicable Appraisal Reduction Amountsubject Collection Period, if anyinclusive of any portion thereof payable to a third-party primary servicer and inclusive of any Excess Servicing Strip and (y) any investment income earned on the related principal prepayment during such Collection Period while on deposit in such Master Servicer's Collection Account. Any Prepayment Interest Excesses received by a Master Servicer during any Collection Period and not otherwise applied as described in the prior sentence will be applied, with respect to the subject Required Appraisal Loanextent necessary, to cover any Prepayment Interest Shortfall related to a Trust Mortgage Loan serviced by that Master Servicer, which Prepayment Interest Shortfall was incurred during such Collection Period and was not otherwise offset by the payments described in the prior sentence. For the purposes of determining the amounts that a Master Servicer is required to deposit in its Collection Account on any P&I Advance Date in respect of any particular Collection Period pursuant to the preceding paragraph of this Section 3.19(a), an Appraisal mayno Prepayment Interest Shortfall shall be carried over from a prior Collection Period. Notwithstanding the foregoing, no Master Servicer shall be 171 (a) in the case respect of any a prior Collection Period, but failed to do so. (b) The applicable Master Servicer shall, as to each Serviced Pooled Trust Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed that is secured by the Special Servicer. In connection with interest of the related Mortgagor under a Mortgaged Property Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related to any ground lessor in writing of the transfer of such Serviced Trust Mortgage Loan Group, the Special Servicer shall also determine and report to the Trustee, Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the applicable Master Servicer, . (c) The applicable Master Servicer shall promptly deliver to the Controlling Class Representative Special Servicer (and the applicable in any event within five (5) Business Days following receipt) any written evidence it receives of an institutional lender's binding commitment to refinance a Serviced Non-Pooled Trust Mortgage Loan Noteholder(s) within 60 days after the Appraisal Reduction Amount, if any, with respect to the entire due date of such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Trust Mortgage Loan)'s Balloon Payment.

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the applicable Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the applicable Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the applicable Special Servicer has no knowledge of changed circumstances that in the applicable Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the applicable Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the applicable Special Servicer, in consultation with the Controlling Class RepresentativeRepresentative (other than in connection with the Lock Up Storage Centers Loan Group) or the Lock Up Storage Centers Controlling Party (in connection with the Lock Up Storage Centers Loan Group), shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the applicable Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the applicable Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty Each Master Servicer shall deposit in its Collection Account on each P&I Advance Date, without any right of reimbursement therefor with respect to those Trust Mortgage Loans, if any, as to which it is the applicable Master Servicer and that were, in each case, subject to a voluntary Principal Prepayment (60other than Principal Prepayments from Insurance Proceeds or Liquidation Proceeds) days (or within such longer period as during the Special Servicer is (as certified thereby most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest lesser of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence amount of a Servicing Transfer Event, all of the related Prepayment Interest Shortfalls and (ii) becomes an the sum of any and all Master Servicing Fees (calculated for this purpose only at a rate of 0.01% per annum) and Prepayment Interest Excesses received by such Master Servicer during such Collection Period on those Trust Mortgage Loans and REO Pooled Trust Mortgage Loan, (iii) with respect Loans as to which it is the applicable Master Servicer; provided that if a receiver or similar official is appointed and continues for 60 days in such capacity in respect Prepayment Interest Shortfall occurs as a result of a Master Servicer's allowing the Mortgagor to deviate from the terms of the related Mortgaged Propertyloan documents regarding principal prepayments (other than (a) subsequent to a material default under the related loan documents, (ivb) the related Borrower becomes the subject of bankruptcy, insolvency pursuant to applicable law or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, court order or (vc) any Monthly Payment becomes 60 days at the request or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction consent of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer, in consultation with or the Controlling Class Representative), shall determine then the amount in clause (ii) of this sentence will be replaced with the sum of (x) all Master Servicing Fees and report Prepayment Interest Excesses payable to such Master Servicer with respect to the Certificate Administrator, the Trustee Trust Mortgage Loans and any REO Trust Mortgage Loans as to which such Master Servicer is the applicable Master Servicer for the then applicable Appraisal Reduction Amountsubject Collection Period, if anyinclusive of any portion thereof payable to a third-party primary servicer and inclusive of any Excess Servicing Strip and (y) any investment income earned on the related principal prepayment during such Collection Period while on deposit in such Master Servicer's Collection Account. Any Prepayment Interest Excesses received by a Master Servicer during any Collection Period and not otherwise applied as described in the prior sentence will be applied, with respect to the subject Required Appraisal Loanextent necessary, to cover any Prepayment Interest Shortfall related to a Trust Mortgage Loan serviced by that Master Servicer, which Prepayment Interest Shortfall was incurred during such Collection Period and was not otherwise offset by the payments described in the prior sentence. For the purposes of determining the amounts that a Master Servicer is required to deposit in its Collection Account on any P&I Advance Date in respect of any particular Collection Period pursuant to the preceding paragraph of this Section 3.19(a), an Appraisal mayno Prepayment Interest Shortfall shall be (a) in respect of a prior Collection Period, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the Special Servicerbut failed to do so. In connection with a Mortgaged Property related to any Serviced addition, on the first P&I Advance Date that follows the end of the Collection Period in which occurs the Stated Maturity Date of the Late Payment Date Trust Mortgage Loan Group, the Special Servicer shall also determine and report to the TrusteeLoan, the applicable Master ServicerServicer shall deposit in the Distribution Account (without any right of reimbursement) a cash amount equal to the Balloon Payment Interest Shortfall for such Trust Mortgage Loan. (b) The applicable Master Servicer shall, as to each Serviced Trust Mortgage Loan that is secured by the Controlling Class Representative interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Serviced Trust Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the applicable Master Servicer. (c) The applicable Master Servicer shall promptly deliver to the Special Servicer (and in any event within five (5) Business Days following receipt) any written evidence it receives of an institutional lender's binding commitment to refinance a Serviced Non-Pooled Trust Mortgage Loan Noteholder(s) within 60 days after the Appraisal Reduction Amount, if any, with respect to the entire due date of such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Trust Mortgage Loan)'s Balloon Payment.

Additional Obligations of Master Servicers and Special Servicer. (a) Within sixty (60) days (or within such longer period as the applicable Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Pooled Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent and such event constitutes a Servicing Transfer Event (each such event, an "Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the applicable Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior twelve (12) months and the applicable Special Servicer has no knowledge of changed circumstances that in the applicable Special Servicer's reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the applicable Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly following the receipt of, and based upon, such Appraisal, the applicable Special Servicer, in consultation with the Controlling Class RepresentativeRepresentative (other than in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans) or the related Serviced Loan Group Controlling Party (in connection with a Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans), shall determine and report to the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an outstanding principal balance of less than $2,000,000 only, consist solely of an internal valuation performed by the applicable Special Servicer. In connection with a Mortgaged Property related to any Serviced Mortgage Loan Group, the applicable Special Servicer shall also determine and report to the Trustee, the applicable Master Servicer, the Controlling Class Representative and the applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan Group (calculated, for purposes of this sentence, as if it were a single Serviced Pooled Mortgage Loan).