Common use of Appraisal Reductions; Realization Upon Defaulted Mortgage Loans Clause in Contracts

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates in the following order of priority: first, to the Class NR Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice of such determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates in the following order of priority: first, to the Class NR Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Lower-Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and the holders of the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loans and intended by the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class NR G Certificates; second, second to the Class F Certificates; , third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C CertificatesRegular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); sixth, to the Class B CertificatesRegular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); seventh, to the Class A-S CertificatesRegular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and Certificates, (v) Class A-5 Certificates and (vi) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Master Servicer shall promptly notify the Certificate Administrator and Master Special Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a the Pari Passu Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related the Pari Passu Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class NR G Certificates; second, second to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C CertificatesRegular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); sixth, to the Class B CertificatesRegular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); seventh, to the Class A-S CertificatesRegular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced each Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each the related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced each Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each the related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall will be required to cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing StandardMAI standards. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan Agreement shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to notionally reduce the related Subordinate outstanding principal balance of the Companion Loan, up Loan(s) prior to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall will be required to cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing StandardMAI standards. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Trustee within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section or by a Companion Loan Holder pursuant to the related Intercreditor Agreement and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling ClassClass or a Companion Loan Holder shall be reinstated as the related Whole Loan Directing Holder, as applicable. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class or any Companion Loan Holder shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out ClassClass or any Companion Loan Holder.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates in the following order of priority: first, to the Class NR Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect allocated pursuant to a Serviced Whole Loan Section 4.06 of this Agreement shall be delivered by the Special Servicer, upon request, to each related Companion Loan the Non-Trust Mortgage Interest Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of whether a Subordinate Control Termination EventPeriod, Collective Consultation Period or Senior Consultation Period is in effect) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the [Class NR G] Certificates; second, to the [Class F F] Certificates; third, to the [Class E E] Certificates; fourth, to the [Class D D] Certificates; fifth, to the [Class C C] Certificates; sixth, to the [Class B Certificates; seventh, to the Class A-S B] Certificates; and finally, pro rata to the (i) [Class A-1 Certificates, A-1] Certificates and (ii) [Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of whether a Subordinate Control Termination EventPeriod, Collective Consultation Period or Senior Consultation Period is in effect, the appraised value of the related Mortgaged Property shall be determined on an “as-as is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole each Loan (other than the Cxxxxxx River Plaza North Whole Loan) Combination shall be allocated to notionally reduce the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances balance of such related the Non-Trust Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect Interest(s) prior to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged PropertiesAppraiser. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amountsuch second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional second Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, warranted shall recalculate such Appraisal Reduction Amount based upon such additional second Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator right of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to require a second appraisal of any Appraisals Mortgage Loan for which an Appraisal Reduction Event has occurred is limited to one appraisal with respect to each Mortgaged Property relating to such Mortgage Loan; provided that if such Mortgage Loan is or becomes a Specially Serviced Mortgage Loan at the time of, or subsequent to, the related Appraisal Reduction, and then becomes a Corrected Mortgage Loan and then, more than one year after initially becoming a Specially Serviced Mortgage Loan, such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, then the Appraised-Out Class will have the right to require an appraisal of such Specially Serviced Mortgage Loan as though it had not previously exercised such right. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer may otherwise Servicer’s Appraisal Reduction Amount determination shall not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class will be required exercised by the Holders of the Class of Control Eligible Certificates immediately senior to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an such Appraised-Out Class, if any, during such period.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates Certificates, and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Amount. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class NR H Certificates; secondsecond to the Class G Certificates, third, to the Class F Certificates; thirdfourth, to the Class E Certificates; fourthfifth, to the Class D Certificates; fifthsixth, to the Class C CertificatesRegular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); sixthseventh, to the Class B CertificatesRegular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); seventheighth, to the Class A-S CertificatesRegular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and Certificates, (v) Class A-5 Certificates and (vi) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a the Pari Passu Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related the Pari Passu Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, Certificates and (iv) Class A-4 Certificates and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Amount. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall will be required to cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing StandardMAI standards. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect allocated pursuant to a Serviced Whole Loan Section 4.06 of this Agreement shall be delivered by the Special Servicer, upon request, to each related the Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR G Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, Certificates and (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to notionally reduce the related Subordinate outstanding principal balance of the Companion Loan, up Loan(s) prior to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged PropertiesAppraiser. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amountsuch second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional second Appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional second Appraisal. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination Class and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of such Appraisal Reduction Amount. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amount determination shall not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class shall be in addition exercised by the Holders of the Class of Control Eligible Certificates immediately senior to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an such Appraised-Out Class, if any, during such period.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates in the following order of priority: first, to the Class NR Certificates; second, to the Class F G Certificates; third, to the Class E F Certificates; fourth, to the Class D E Certificates; fifth, to the Class C D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; seventheighth, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice of such determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ Person’s written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standardsbasis; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal on of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still existsoccurred, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect allocated pursuant to a Serviced Whole Loan Section 4.06 of this Agreement shall be delivered by the Special Servicer, upon request, to each related any Companion Loan Interest Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination EventClass) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the [Class NR G] Certificates; second, to the [Class F F] Certificates; third, to the [Class E E] Certificates; fourth, to the [Class D D] Certificates; fifth, to the [Class C C] Certificates; sixth, to the [Class B Certificates; seventh, to the Class A-S B] Certificates; and finally, pro rata to the (i) [Class A-1 Certificates, A-1] Certificates and (ii) [Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-as is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice of such determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to notionally reduce the outstanding principal balance of the related Subordinate Companion Loan, up Interest(s) prior to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination andright, at their sole expense, obtain to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that appraiser reasonably acceptable to the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged PropertiesServicer. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amountsuch second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional second Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, warranted shall recalculate such Appraisal Reduction Amount based upon such additional second Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator right of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to require a second appraisal of any Appraisals Mortgage Loan for which an Appraisal Reduction Event has occurred is limited to one appraisal with respect to each Mortgaged Property relating to such Mortgage Loan; provided that if such Mortgage Loan is or becomes a Specially Serviced Mortgage Loan at the time of, or subsequent to, the related Appraisal Reduction, and then becomes a Corrected Mortgage Loan and then, more than one year after initially becoming a Specially Serviced Mortgage Loan, such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, then the Appraised-Out Class will have the right to require an appraisal of such Specially Serviced Mortgage Loan as though it had not previously exercised such right. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer may otherwise Servicer’s Appraisal Reduction Amount determination shall not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class will be required exercised by the Holders of the Class of Control Eligible Certificates immediately senior to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an such Appraised-Out Class, if any, during such period.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may be, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates in the following order of priority: first, to the Class NR Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Soho-Tribcca Grand Hotel Portfolio Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the CertificateholdersCertificatcholders, and the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided provided, that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Lower-Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer Serviccr shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and the holders of the Soho-Tribeca Grand Hotel Portfolio Pari Passu Companion Loans and intended by the Cxxxxxx River Plaza North Soho-Tribeca Grand Hotel Portfolio Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect allocated pursuant to a Serviced Whole Loan Section 4.06 of this Agreement shall be delivered by the Special Servicer, upon request, to each related Companion the Non-Trust Mortgage Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of whether a Subordinate Control Termination EventPeriod, Collective Consultation Period or Senior Consultation Period is in effect) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the [Class NR G] Certificates; second, to the [Class F F] Certificates; third, to the [Class E E] Certificates; fourth, to the [Class D D] Certificates; fifth, to the [Class C C] Certificates; sixth, to the [Class B Certificates; seventh, to the Class A-S B] Certificates; and finally, pro rata to the (i) [Class A-1 Certificates, A-1] Certificates and (ii) [Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of whether a Subordinate Control Termination EventPeriod, Collective Consultation Period or Senior Consultation Period is in effect, the appraised value of the related Mortgaged Property shall be determined on an “as-as is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction AmountAmount in its monthly reporting, and the Certificate Administrator upon receipt of such notice shall promptly post notice of such determination of any such Appraisal Reduction Amount reporting to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole each Loan (other than the Cxxxxxx River Plaza North Whole Loan) Combination shall be allocated to notionally reduce the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances balance of such related the Non-Trust Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect ) prior to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged PropertiesAppraiser. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amountsuch second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional second Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, warranted shall recalculate such Appraisal Reduction Amount based upon such additional second Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator right of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to require a second appraisal of any Appraisals Mortgage Loan for which an Appraisal Reduction Event has occurred is limited to one appraisal with respect to each Mortgaged Property relating to such Mortgage Loan; provided that if such Mortgage Loan is or becomes a Specially Serviced Mortgage Loan at the time of, or subsequent to, the related Appraisal Reduction, and then becomes a Corrected Mortgage Loan and then, more than one year after initially becoming a Specially Serviced Mortgage Loan, such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, then the Appraised-Out Class will have the right to require an appraisal of such Specially Serviced Mortgage Loan as though it had not previously exercised such right. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer may otherwise Servicer’s Appraisal Reduction Amount determination shall not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling Class will be required exercised by the Holders of the Class of Control Eligible Certificates immediately senior to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an such Appraised-Out Class, if any, during such period.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal on of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect allocated pursuant to a Serviced Whole Loan Section 4.06 of this Agreement shall be delivered by the Special Servicer, upon request, to each related the Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination EventClass) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates in the following order of priority: first, to the Class NR [G] Certificates; second, to the Class F [F] Certificates; third, to the Class E [E] Certificates; fourth, to the Class D [D] Certificates; fifth, to the Class C [C] Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S [B] Certificates; and finally, pro rata to the (i) Class A-1 Certificates, [A-1] Certificates and (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 [A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The basis and the Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify holders of such each Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to Amount. To the Certificate Administrator’s websiteextent there is a change in any Appraisal Reduction, the allocations described above will be recalculated. Any Appraisal Reduction Amounts with respect to a Serviced Whole each Split-Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to notionally reduce the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances balance of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect ) prior to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then any allocation to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Loan. The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall will be required to cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer), and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standardappraiser. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. In addition An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following receipt of notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide notice of their intent to challenge the Appraisal Reduction within such 10-day period pursuant to the foregoingimmediately preceding paragraph. If the Requesting Holders do so provide notice of their intent to challenge the Appraisal Reduction, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earlier of (i) 30 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period and (ii) the determination by the Special Servicer described below that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. The Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Valueoccurred, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standardsappraiser reasonably acceptable to the Special Servicer; provided that the Special Servicer shall not be required to obtain such an Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction AmountSection, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders holders of an Appraised-Out Class shall be in addition to any Appraisals appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder holder of an Appraised-Out Class. If a Mortgage Loan is or becomes a Specially Serviced Mortgage Loan at the time of, or subsequent to, the determination of an Appraisal Reduction Amount that results in the Controlling Class becoming an Appraised-Out Class, and then becomes a Corrected Mortgage Loan and then, such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, then the Appraised-Out Class will have the right to obtain an appraisal of such Specially Serviced Mortgage Loan as though it had not previously exercised such right.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances of the following Classes of Certificates [and Class PEZ Regular Interests] in the following order of priority: first, to the Class NR [G] Certificates; second, to the Class F [F] Certificates; third, to the Class E [E] Certificates; fourth, to the Class D [D] Certificates; fifth, to the Class C [C] Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S [B] Certificates; and finally, pro rata to the (i) Class A-1 Certificates, [A-1] Certificates and (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 [A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances (provided in each case that no Certificate Principal Balance in respect of any such Class may be notionally reduced below zero). [Any such reduction to a Class of Exchangeable Certificates shall be made to the Class [__] Regular Interest (and correspondingly, the Class [__] Certificates and the Class PEZ Component [__], pro rata based on their respective percentage interests).] With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced each Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each the related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance of any Class of Control Eligible Certificates whose aggregate Certificate Principal Balance is notionally reduced to less than 25% of the initial Certificate Principal Balance of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, Servicer to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class NR H Certificates; second, to the Class F G Certificates; third, to the Class E F Certificates; fourth, to the Class D E Certificates; fifth, to the Class C D Certificates; sixth, to the Class B CertificatesC Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); seventh, to the Class B Regular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); eighth, to the Class A-S CertificatesRegular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a each Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related the Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class Class, as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates and Class PEZ Regular Interests in the following order of priority: first, to the Class NR H Certificates; secondsecond to the Class G Certificates; third, to the Class F Certificates; thirdfourth, to the Class E Certificates; fourthfifth, to the Class D Certificates; fifthsixth, to the Class C CertificatesRegular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on their respective percentage interests therein); sixthseventh, to the Class B CertificatesRegular Interest (and correspondingly, the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); seventheighth, to the Class A-S CertificatesRegular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and Certificates, (v) Class A-5 Certificates and (vi) Class A-SB AB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s website. Any Appraisal Reduction Amounts with respect to a Serviced Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s)Amount. The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.

Appraisal Reductions; Realization Upon Defaulted Mortgage Loans. (a) Promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Mortgage Loan)Event, the Special Servicer shall use reasonable efforts to obtain an updated Appraisal of the Mortgaged Property or REO Property, as the case may beAppraisal, the costs of which shall be advanced by, and reimbursable to the Master Servicer, as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)) to be advanced by the Master Servicer; provided, however, that the Special Servicer shall not be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Whole Loan shall be delivered by the Special Servicer, upon request, to each related Companion Loan Holder. The Certificate Principal Balance Amount of each of the Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced Certificates and the Controlling Class as well as the occurrence of a Control Termination Event) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Principal Balances Amounts of the following Classes of Certificates [and Class PEZ Regular Interests] in the following order of priority: first, to the [Class NR G] Certificates; second, to the [Class F F] Certificates; third, to the [Class E E] Certificates; fourth, to the [Class D D] Certificates; fifth, to the [Class C C] Certificates; sixth, to the [Class B Certificates; seventh, to the Class A-S B] Certificates; and finally, pro rata to the (i) [Class A-1 Certificates, A-1] Certificates and (ii) [Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 A-2] Certificates and (v) Class A-SB Certificates, based on their respective Certificate Principal Balances Amounts (provided in each case that no Certificate Principal Balance Amount in respect of any such Class may be notionally reduced below zero). [Any such reduction to a Class of Exchangeable Certificates shall be made to the Class [__] Regular Interest (and correspondingly, the Class [__] Certificates and the Class PEZ Component [__], pro rata based on their respective percentage interests).] With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or the Controlling Class, as well as the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. The Special Servicer shall promptly notify the Certificate Administrator and Master Servicer in writing of the determination of any such Appraisal Reduction Amount, and the Certificate Administrator upon receipt of such notice shall promptly post notice notify in writing holders of such each Class of Control Eligible Certificates of the determination of any such Appraisal Reduction Amount to the Certificate Administrator’s websiteAmount. Any Appraisal Reduction Amounts with respect to a Serviced each Whole Loan (other than the Cxxxxxx River Plaza North Whole Loan) shall be allocated to the related Mortgage Loan and each the related Serviced Companion Loan on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Serviced Companion Loan(s). Any Appraisal Reduction Amounts with respect to the Cxxxxxx River Plaza North Whole Loan shall be allocated first to the related Subordinate Companion Loan, up to its principal balance, and then to the related Mortgage Loan and the related Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Pari Passu Companion Loan(s). The Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Class of Control Eligible Certificates whose aggregate Certificate Principal Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an MAI Appraiser in accordance with Uniform Standards of Professional Appraisal Practice (as confirmed by the Special Servicer)MAI standards, and the Appraisal scope and analysis (but not the valuation) shall be reasonably acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal Reduction Amount. An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the determination of an Appraisal Reduction Amount, unless the Requesting Holders provide written notice of their intent to challenge such Appraisal Reduction Amount to the Special Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Balance Amount of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) that would have a material effect on its Appraised Value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties (including, without limitation, a material change in market values) have occurred that would have a material effect on such Appraised Value of the related Mortgaged Property or Mortgaged Properties. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Notwithstanding the foregoing, the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall be entitled to post cash collateral or a letter of credit pursuant to the Cxxxxxx River Plaza North Co-Lender Agreement to offset any Appraisal Reduction Amount with respect to the Cxxxxxx River Plaza North Whole Loan and/or to require the Special Servicer to order a new appraisal to recalculate any appraisal reductions, all in accordance with and subject to the conditions of the Cxxxxxx River Plaza North Co-Lender Agreement. If the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan delivers any “Threshold Event Collateral” (as defined in the Cxxxxxx River Plaza North Co-Lender Agreement), then such Threshold Event Collateral shall be held and maintained by the Master Servicer on behalf of the Trustee, for the benefit of the Certificateholders, and the Cxxxxxx River Plaza North Companion Loan Holders, as their interests may appear, all in accordance with the Cxxxxxx River Plaza North Co-Lender Agreement. If such Threshold Event Collateral is delivered in the form of cash, then the Master Servicer shall deposit such cash in a separate segregated Eligible Account (or a sub-account of an Eligible Account, provided that for purposes of calculations hereunder such sub-account shall be treated as a separate account) maintained in its name on behalf of the beneficiaries contemplated by the prior sentence, and shall invest such funds in Permitted Investments, at the direction and for the benefit of the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan. Such funds (or, alternatively, any letter of credit and draws thereon) shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower Tier REMIC, is beneficially owned by the holder of the Cxxxxxx River Plaza North Subordinate Companion Loan for federal income tax purposes, which holder of the Cxxxxxx River Plaza North Subordinate Companion Loan shall remain liable for any taxes payable on income or gain with respect thereto. The Master Servicer shall apply any Threshold Event Collateral held in the form of cash, and shall draw upon any Threshold Event Collateral held in the form of a letter of credit and apply such draws, to make such payments and reimbursements as are contemplated by the Cxxxxxx River Plaza North Co-Lender Agreement, including (to the maximum extent permitted) to pay and/or reimburse any and all losses, costs and expenses incurred by the Trust and intended by the Cxxxxxx River Plaza North Co-Lender Agreement to be paid or reimbursed out of such Threshold Event Collateral. Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.