Common use of Appraisal Reductions Clause in Contracts

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 days after the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders and, during any CCR Control Period and any CCR so long as no Consultation PeriodTermination Event has occurred, the Controlling Class Representative Directing Certificateholder, of such occurrence of an Appraisal Reduction Event; , (ii) order (which order shall be placed within 30 days after of the occurrence of such the Appraisal Reduction Event, order, ) and use reasonable efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal of the Mortgaged Property unless (provided that the Special Servicer will not be required to obtain an Appraisal of the Mortgaged Property with respect to which there exists an Appraisal which was performed within 9 less than nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is does not aware have knowledge of any adverse material change in the market or condition or value of the Mortgaged Property since the date of such Appraisal (Appraisal, in which case, case such Appraisal may with respect to the Mortgaged Property shall be used by the Special Servicer); and , (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such whether there exists any Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) Reduction Amount on the basis of the applicable Appraisalssuch Appraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer and in the Servicer’s possession and reasonably of the Servicer necessary to calculate the Appraisal Reduction Amount, whether there exists any and (iv) allocate the Appraisal Reduction Amount andamong the Mortgage Loan and the Companion Loans as described below and give reasonably prompt notice of such Appraisal Reduction Amount, if an the Trust Appraisal Reduction Amount exists, give notice thereof and the portions of the Appraisal Reduction Amount allocated to the Servicer, the Trustee, Companion Loans to the Companion Loan Holders Holder (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) ), the Trustee and the Certificate Administrator (to the extent not already reported to such parties on the CREFC® Reports provided by the Servicer and the Certificate Administrator’s website). The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense subject to the allocation provisions of the TrustCo-Lender Agreement, as a Trust Fund Expense. Updates of such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists Servicer, and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or or, subject to the allocation provisions of the Co-Lender Agreement, paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every nine (9) months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced for purposes of determining Voting Rights as a result of such the application of the Trust Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes)Event has occurred. Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the ServicerTrustee, the TrusteeServicer, the Certificate Administrator, the 17g-5 Information ProviderCompanion Loan Holders and, any applicable Consenting Party and Consulting Party so long as no Consultation Termination Event has occurred, the Directing Certificateholder, in electronic format format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b8.15(b). The Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably requested by the Special Servicer and necessary to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation) provided, however, that the Special Servicer’s failure to timely make such a request shall not relieve the Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. Accordingly, the 17g-5 Information Provider Special Servicer shall post not be obligated to calculate, recalculate, determine or redetermine any Appraisal Reduction Amounts until such time as it receives from the Servicer the information in the Servicer’s possession reasonably requested by the Special Servicer and necessary to make such calculation, recalculation, determination or redetermination. The Servicer shall not calculate Appraisal on the 17g-5 Information Provider’s WebsiteReduction Amounts. (b) While an any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) exists with respect to the Trust Mortgage Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall (other than any deemed Trust Appraisal Reduction Amount calculated pursuant to Section 3.7(e)) will be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (yiii) except with respect to any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e), there shall be a determination of whether a CCR Control Period is or is not then in effect as provided in the definition thereofEvent has occurred. (c) Trust Appraisal Reduction Amounts shall be allocated between the RR Interest and the Non-Retained Certificates, on the other, based on the Required Risk Retained Percentage and the Non-Risk Retained Percentage, respectively. The Required Risk Retained Percentage of the Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balance of the RR Interest until reduced to zero. The Certificate Balance of each Class of the Principal Balance Sequential Pay Certificates (other than and the Class A Certificates) RR Interest shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes to the extent set forth in this Agreement and (y) whether a CCR Control Period is or is not then in effect) Event has occurred on any Distribution Date to the extent of any Trust Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the The Non-Risk Retained Percentage of any Trust Appraisal Reduction Amount Amounts for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class E Certificates; second, to the Class D Certificates, third, to the Class C and fourth, to the Class B Certificates; Certificates (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Trust Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) In the event that a portion of one or more Monthly Payment Advances with respect to the Mortgage Loan is reduced as a result of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Mortgage Loan shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal of the Mortgage Loan shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal of the Mortgage Loan have been applied to pay the principal of the Mortgage Loan, in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest on the Mortgage Loan, in accordance with Section 1.3. (e) With respect to any Appraisal used Reduction Amount calculated for purposes of determining an Appraisal Reduction AmountEvent, the appraised value (as determined by an updated Appraisal) of the Mortgaged Property or Foreclosed Property, as applicable, securing the Whole Loan will be determined on an “as as-is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates based upon the current physical condition, use and zoning of an Appraisal have been obtained or conducted with respect to the Mortgaged Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect Appraisal. If the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights Certificate Balance of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Non-Risk Retained Appraisal Reduction Amounts (other than any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not existhas been reduced to less than 25% of its Initial Certificate Balance, is such Class will be referred to as an the “AppraisalAppraised-Reduced Out Class”. The holders Holders of the majority (by Certificate Balance) of an Appraisalthe Appraised-Reduced Out Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Mortgaged Property in connection with (such Holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use reasonable efforts in accordance with Accepted Servicing Practices to cause each ensure that such second Appraisal to be is delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Controlling Class B Certificates Certificate becoming an AppraisalAppraised-Reduced Out Class there is a material change with respect to the PropertyMortgaged Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders of such Class will shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their the Requesting Holder’s belief of what constitutes a material change to such the Mortgaged Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Mortgaged Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are permitted to be requested by any AppraisalAppraised-Reduced Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a such material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other partyRequesting Holder. Absent manifest error in Upon receipt of any additional Appraisal pursuant to the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal)two preceding paragraphs, the Special Servicer shall not be permitted to adjust downward recalculate the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationand the Trust 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 and the Appraised-Out Class shall have its Certificate Balance notionally restored to the extent that required by such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination recalculation of the Appraisal Reduction Amount with a second and the Trust Appraisal or otherwise presenting a new Reduction Amount. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal as described above), the Holders of the Class B Certificates shall Reduction Amounts determination may not exercise any rights of the related Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period Class is reinstatedreinstated as the Controlling Class.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of each of the Property Properties unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the such Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall will be allocated first allocated: first, to the Junior Trust C Notes on a pro rata and pari passu basis (in accordance with the relative principal balance balances of such Junior Trust C Notes) up to the portion of the aggregate principal balance of the Junior Trust NotesC Notes constituted by Accrued and Deferred Principal added thereto; second, with any remainder being allocated to the Senior B Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such B Notes) up to the portion of the aggregate principal balance of the B Notes constituted by Accrued and Deferred Principal added thereto; third, to the A Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such Senior A Notes) up to the portion of the aggregate principal balance of the A Notes constituted by Accrued and Deferred Principal added thereto; fourth, to the Trust C Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such Trust C Notes) up to the aggregate principal balance of the Trust C Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto); fifth, to the B Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such B Notes) up to the aggregate principal balance of the B Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto); and, sixth, to the A Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such A Notes) up to the aggregate principal balance of the A Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, the Companion Loan Holders, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount (and, if applicable, Cumulative Appraisal Reduction Amount) allocable to the Trust Loan that is, in turn, allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount (or, solely in the case of Class E Certificates, Cumulative Appraisal Reduction Amount) allocable to the Trust Loan shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Non-Retained Principal Balance Certificates in the following order of priority: first, to the Class B E Certificates; and second, to the Class D Certificates; provided that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero. Appraisal Reduction ; and, provided, further, that any Negative Amortization Amounts shall not be applied to notionally reduce the that comprise any Adjusted Certificate Balance shall be reduced in Reverse Sequential Order prior to the reduction of the Class A CertificatesStandard Certificate Balance being reduced in Reverse Sequential Order. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the a Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an Appraisal have has been obtained or conducted with respect to the a Property or Foreclosed Property, as the case may be, during the 129-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the a Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the such Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the such Property or Foreclosed Property, as the case may be, the appraised value of the subject Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan allocated loan amount (the “Assumed Appraised Value”) ), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the subject Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party or a Consulting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The most senior Class B of Non-Retained Principal Balance Certificates, if and when the whose Standard Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amount to notionally reduce the Standard Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Standard Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of either or both of the Property Properties in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the any Class B of Non-Retained Principal Balance Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the either Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, Property may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal Appraisal(s) shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the a Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the either Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the a Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the a Class B of Certificates to become an Appraisal-Reduced Class. (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders holders of the such Appraisal-Reduced Class B Certificates shall may not exercise any rights of the Controlling Class solely applicable during a CCR Control PeriodClass, and the rights of the Controlling Class Representative shall not will be a Consenting Party, until exercised by the Class of Non-Retained Principal Balance Certificates immediately senior to such timeAppraisal-Reduced Class, if any, and will not be exercised by any other Class of Certificates, unless a recalculation results in the reinstatement of the Appraisal-Reduced Class as such CCR Control Period is reinstatedthe Controlling Class.

Appraisal Reductions. (a) The Not later than the date on which an Appraisal Event occurs, the applicable Special Servicer shall: shall have obtained (iA) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Mortgaged Property unless securing the related Mortgage Loan if the Principal Balance of such Mortgage Loan exceeds $2,000,000 or (B) at the option of the applicable Special Servicer, if such Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by such Special Servicer in accordance with MAI standards (which internal valuation shall ascribe a value for any residential cooperative property based on the value of such property as if operated as a residential cooperative) or an Appraisal was performed which in all cases shall be completed as of the date that such Mortgage Loan becomes a Required Appraisal Loan; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within 9 months the immediately prior 12 months, such Special Servicer may rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be in accordance with the Appraisal Reduction Event and Servicing Standard; provided, further, that if the Special Servicer is not aware required to obtain an Appraisal of any material change in the market a Mortgaged Property or condition or value prepare an internal valuation after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it internal valuation will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Propertyprepared, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within later than 60 days after receipt of such notice. With respect to each Mortgage Loan that is cross-collateralized with any other Mortgage Loan, the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall internal valuation need only be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer performed with respect to Mortgaged Properties that constitute the Property principal security for the individual Mortgage Loan to which an Appraisal Event occurs, and not with respect to all of the Mortgaged Properties that constitute security for the individual Mortgage Loan in the cross-collateralized group. Such Appraisal or Foreclosed Property, as the case may be, the Appraisal Reduction Amount valuation shall be recalculated conducted in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time "market value" as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated12 C.F.R. ss.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such calculate or recalculate the Appraisal available to Reduction for any Mortgage Loan (other than any Non-Restricted Privileged Persons Serviced Mortgage Loan), B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates and each EX XXXXX III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class A Certificates) or EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate various Classes of Principal Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance EX XXXXX III Regular Interests in the following order of priority: first, to the Uncertificated VRR InterestClass H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates (and correspondingly, to the Class C Certificates and the Class PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); seventh, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); eighth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-SB Certificates, (iv) Class A-3 Certificates and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates or EX XXXXX III Regular Interest, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest), the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) no and the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Loan Pair shall be allocated between the related Mortgage Loan (and the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer with respect to notice of the Property or Foreclosed Propertyoccurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, as and the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with deliver to the Controlling Class Representative Master Servicer notice of the occurrence of an Appraisal Event promptly following the Special Servicer’s knowledge of the occurrence thereof. With respect to any Loan Pair, the Master Servicer shall deliver to any related Other Master Servicer, Other Special Servicer and Other Trustee (if it is a Consenting Partyi) notice of the occurrence of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the determination Special Servicer, of the occurrence thereof and (ii) a statement of any Appraisal Reduction Amount. The determination by in respect of such Loan Pair promptly following its receipt from the Special Servicer following such consultation will be binding until such time as a new determination is made of the calculation or recalculation thereof. The Holders of the majority (based on a new Appraisal obtained as a result Certificate Balance) of any Class of Control Eligible Certificates the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Aggregate Certificate Balance thereof is of which has been reduced to less than 25% of its the initial Aggregate Certificate Balance (taking into account the application thereof as a result of any an allocation of Appraisal Reduction Amount to notionally reduce the Certificate Balance Reductions in respect of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holdersClass, the an “Requesting HoldersAppraised-Out Class”) shall have the right, at their sole expense, to require present to the Special Servicer to order a second (2nd) Appraisal in respect of the Mortgaged Property in connection with the related securing any Required Appraisal Reduction Event that has occurred with respect to the Loan (other than any Non-Serviced Mortgage Loan) (such holders, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the “Requesting Holders’ written request and shall cause such second Appraisal to be ”) prepared by an Independent AppraiserMAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of each such second (2nd) Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationdetermine, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted the Servicing PracticesStandard, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was materialwhether, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity based on its assessment of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.such

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In additionof the Mortgaged Property securing the related Mortgage Loan or Loan Pair, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan or Loan Pair exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan or Loan Pair becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in full, except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests of the Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.62 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactionsor valuation, if not performed by the Special Servicer, shall be an expense of the Trust (and any related B Note) delivered and may be paid from REO Income or, to the Special extent collections from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) Special Servicer or by the Special Servicer pursuant to Section 4.2 in making an which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal Reduction Amount calculationor internal valuation provided to it by the Special Servicer, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during shall calculate any period that the Appraisal-Reduced Class is challenging the determination of Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal Reduction Amount with a second Appraisal for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or otherwise presenting a new Appraisal as described above)internal valuations provided from time to time to it by the Special Servicer and report such amount to the Trustee. Notwithstanding the foregoing, the Holders terms of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative this Section 6.9 shall not be a Consenting Party, until applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such time, if any, as obligations with respect to such CCR Control Period is reinstatedMortgage Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In additionof the Mortgaged Property securing the related Mortgage Loan or Loan Pair, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan or Loan Pair exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan or Loan Pair becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationfull, except to the extent that such downward adjustment would cause the Class B Certificates to become Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that Appraisal is in the Appraisal-Reduced Class is challenging the determination best interests of the Appraisal Reduction Amount with a second Certificateholders. Such Appraisal or otherwise presenting a new Appraisal valuation shall be conducted in accordance with the definition of "market value" as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedset forth in 12 C.F.R. ss.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan, Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, the terms of this Section 6.9 shall make such Appraisal available not be applicable to any Non-Restricted Privileged Persons pursuant to Section 8.14(b), and Serviced Mortgage Loan if the 17g-5 Information Provider applicable Non-Serviced Mortgage Loan Special Servicer shall post have performed such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists obligations with respect to such Mortgage Loan. The Master Servicer shall provide the Trust Loan, Special Servicer with information (ivia electronic delivery) the amount of in its possession that is required to calculate or recalculate any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in Appraisal Reduction pursuant to the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A EC Trust Certificates) and the REMIC III Principal Amount of each EC Trust REMIC III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class or EC Trust REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce various Classes of Principal Balance Certificates (to not less other than zerothe EC Trust Certificates) and the Certificate Balance REMIC III Principal Amounts of the EC Trust REMIC III Regular Interests in the following order of priority: first, to the Class VRR H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR InterestClass PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); seventh, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); eighth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-AB Certificates, (iv) Class A-3 Certificates and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates ceases to exist as of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the any date of determination, then such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) applicable portion thereof shall no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall longer thereafter be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated applied in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. foregoing two (f2) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount sentences to notionally reduce the Aggregate Certificate Balance of such Classany Class of Principal Balance Certificates (other than the EC Trust Certificates) or the REMIC III Principal Amount of any EC Trust REMIC III Regular Interest, and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders (consistent with the foregoing) the Aggregate Certificate Balances of the majority (by Certificate Balance) applicable Classes of an Appraisal-Reduced Class (such holdersPrincipal Balance Certificates, the “Requesting Holders”) shall have Class A-S REMIC III Principal Amount (and correspondingly, the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect Aggregate Certificate Balance of the Property Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage LoanClass A-S REMIC III Regular Interest), and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the PropertyREMIC III Principal Amount (and correspondingly, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders Aggregate Certificate Balance of the Class B Certificates shall not exercise any rights and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) and the Class C REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Controlling Class solely applicable during a CCR Control Period, C Certificates and the Controlling Class Representative PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall not be notionally restored to the extent such Appraisal Reduction or portion thereof ceases to exist. Any Appraisal Reduction with respect to an A/B Whole Loan shall be allocated to notionally reduce the outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedLoan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 30 days after the occurrence of an Appraisal Reduction EventEvent with respect to the Whole Loan, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, Trustee and the Certificate Administrator and, during any CCR Subordinate Control Period and any CCR or Subordinate Consultation Period, the Controlling Class Representative Directing Holder, of such occurrence of an Appraisal Reduction Event; Event and (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain order an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than nine months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); Property) and (iii) determine (no later than the first Distribution Date on later of (a) 60 days after the Appraisal Reduction Event with respect to the Whole Loan or following either (xb) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) 10 Business Days prior to such Distribution Dateafter obtaining the final Appraisal of the Property, it will the Special Servicer shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, and if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorHolders. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the TrustAdvance. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every twelve months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall will be a redetermination of whether a CCR Subordinate Control Period, a CCR Period or Subordinate Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the Trustee, the Servicer, the Trustee17g-5 Information Provider, the Certificate Administrator, the 17g-5 Information ProviderCompanion Loan Holders and, during any applicable Consenting Party and Consulting Party Subordinate Control Period or Subordinate Consultation Period, the Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the . The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s WebsiteWebsite pursuant to Section 8.14(b). Following notification from the Special Servicer of any Appraisal Reduction Amount, the Servicer shall notify the Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal Reduction Amount. Following notification from the Special Servicer, the Servicer and the Trustee shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related Appraisal Reduction Amount if the Servicer includes such event and/or amount in its monthly servicer statements provided to the Other Servicer. The Trust Loan and the Companion Loans will be treated as a single mortgage loan for purposes of calculating the Appraisal Reduction Amount. Any Appraisal Reduction Amount with respect to the Whole Loan shall be allocated first, to the Trust A-B Note, up to the full outstanding principal balance thereof, and then, to the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, based on their respective outstanding principal balances. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loanexists, (i) the amount of any Monthly Interest Payment Advances with respect to the Trust Loan shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall will be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof). (c) The Certificate Balance of each Class of the Principal Balance Sequential Pay Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (xi) to the extent expressly set forth herein, the Voting Rights of the related Classes Classes, (ii) the amount of Monthly Payment Advances that the Servicer (or Trustee) is required to make and (yiii) whether a CCR Subordinate Control Period or Subordinate Consultation Period is or is not then in effect) on any Distribution Date to the extent of any the Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any The Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each for any Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class F Certificates; second, to the Class E Certificates; third, to the Class D Certificates; fourth, to the Class C Certificates; and fifth, to the Class B Certificates; Certificates (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.. Any such allocations of Appraisal Reduction Amounts to: (i) the Class A Regular Interest shall be further allocated to the Class A Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class A Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively; (ii) the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively; (iii) the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively; (iv) the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V-D Certificates and the Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V-D Percentage Interest and the Class V2 Percentage Interest, respectively; (v) the Class E Regular Interest shall be further allocated to the Class E Certificates, the Class V-E Certificates and the Class V2 Certificates, pro rata in proportion to the Class E Percentage Interest, the Class V-E Percentage Interest and the Class V2 Percentage Interest, respectively; and (vi) the Class F Regular Interest shall be further allocated to the Class F Certificates, the Class V-F Certificates and the Class V2 Certificates, pro rata in proportion to the Class F Percentage Interest, the Class V-F Percentage Interest and the Class V2 Percentage Interest, respectively; (d) With In the event that a portion of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 129-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new final Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Propertyconducted, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount for the Whole Loan shall be deemed equal to equal 7525% of the unpaid principal balance of Loan Principal Balance for the Mortgage Loan (the “Assumed Appraised Value”) Whole Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination Notwithstanding the foregoing, solely for purposes of determining whether a Subordinate Control Period or Subordinate Consultation Period is then in effect or the allocation of Voting Rights for certain purposes, deemed Appraisal Reduction Amounts imposed pursuant to clause (x) of the preceding sentence will not be allocated to any Class of Certificates; provided, however, this sentence shall not affect in any manner the effect of Appraisal Reduction Amounts based upon anything other than such clause (x), including when the related Appraisals are received. With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Special Servicer following such consultation Property securing the Whole Loan will be binding until such time as a new determination is made determined on an “as-is” basis, based on a new Appraisal obtained as a result upon the current physical condition, use and zoning of the exercise Property as of the rights date of the Controlling Class Representative discussed below or otherwise in accordance with this AgreementAppraisal. The Class B Certificates, if and when If the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance any Class of Control Eligible Certificates (taking into account the application of any Appraisal Reduction Amount Amounts to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not existhas been reduced to less than 25% of its Initial Certificate Balance, is such Class will be referred to as an the “AppraisalAppraised-Reduced Out Class”. The holders Holders of the majority (by Certificate Balance) of an Appraisalthe Appraised-Reduced Out Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with (such Holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use its commercially reasonable efforts to cause each ensure that such second Appraisal to be is delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the a Class B Certificates of Control Eligible becoming an AppraisalAppraised-Reduced Out Class there is a material change with respect to any Property related to the PropertyAppraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their the Requesting Holder’s belief of what constitutes a material change to such the Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall will be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall will be required to recalculate the such Appraisal Reduction Amount based upon such second Appraisal; provided that the Holders of an Appraised-Out Class may require the Special Servicer to order an additional AppraisalAppraisal no more than once in any nine-month period). If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are permitted to be requested by any AppraisalAppraised-Reduced Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a such material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other partyRequesting Holder. Absent manifest error in Upon receipt of any supplemental Appraisal pursuant to the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal)two preceding paragraphs, the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided recalculate such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to Reduction Amounts based upon such second Appraisal. If required by any such recalculation, the Special Servicer (including any Appraisal obtained at applicable Appraised-Out Class shall be reinstated as the request of the Requesting Holders of an AppraisalControlling Class and each other Appraised-Reduced Class) in making an Appraisal Reduction Amount calculationOut Class shall, if applicable, have its related Certificate Balance notionally restored to the extent that required by such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination recalculation of the Appraisal Reduction Amount with a second Amounts. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall Reduction Amounts determination may not exercise any rights of the related Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period Class is reinstatedreinstated as the Controlling Class. In addition, the Special Servicer shall comply with the terms of the Co-Lender Agreement with respect to the rights of a Companion Loan Holder to request or obtain additional Appraisals and to request recalculations of the Appraisal Reduction Amounts.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such calculate or recalculate the Appraisal available to Reduction for any Mortgage Loan (other than any Non-Restricted Privileged Persons Serviced Mortgage Loan), B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates Certificates, each EX XXXXX III Regular Interest and each Swap REMIC III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the Class A Certificatesproviso contained in such sentence)) allocable to such Class, EX XXXXX III Regular Interest or Swap REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interestvarious Classes of Principal Balance Certificates, which amount shallthe EX XXXXX III Regular Interests and the Swap REMIC III Regular Interests in the following order of priority: first, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR J Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR InterestClass PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); eighth, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); ninth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-SB Certificates, (iv) Class A-3 Certificates, (v) Class A-3FL REMIC III Regular Interest (and correspondingly, to the Class A-3FL Certificates and the Class A-3FX Certificates, pro rata, based on the Class A-3FL Percentage Interest and the Class A-3FX Percentage Interest, respectively, in the Class A-3FL REMIC III Regular Interest), (vi) the Class A-4 Certificates and (vii) the Class A-5 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, EC REMIC III Regular Interest or Swap REMIC III Regular Interest, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-3FL REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-3FL Certificates and the Class A-3FX Certificates, pro rata, based on the Class A-3FL Percentage Interest and the Class A-3FX Percentage Interest, respectively, in the Class A-3FL REMIC III Regular Interest), the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest), the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) no and the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the Mortgage Loan (related B Note prior to any allocation to the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new related A Note. Any Appraisal by the Special Servicer Reduction with respect to a Loan Pair shall be allocated between the Property or Foreclosed Property, as related Mortgage Loan and the case may berelated Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. With respect to any Loan Pair, the Appraisal Reduction Amount Master Servicer shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The deliver to any related Other Master Servicer, Other Special Servicer shall consult with and Other Trustee (i) notice of the Controlling Class Representative (if it is a Consenting Party) occurrence of any Appraisal Event in respect of such Loan Pair promptly following the determination occurrence thereof and (ii) a statement of any Appraisal Reduction Amountin respect of such Loan Pair promptly following the calculation or recalculation thereof. With respect to any Non-Serviced Mortgage Loan, the Master Servicer shall, promptly following the Closing Date, request that the related Non-Serviced Mortgage Loan Master Servicer deliver to the Master Servicer prompt notice of any Appraisal Reduction in respect of such Non-Serviced Mortgage Loan. The determination by Holders of the Special Servicer following such consultation will be binding until such time as a new determination is made majority (based on a new Appraisal obtained as a result Certificate Balance) of any Class of Control Eligible Certificates the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Aggregate Certificate Balance thereof is of which has been reduced to less than 25% of its the initial Aggregate Certificate Balance (taking into account the application thereof as a result of any an allocation of Appraisal Reduction Amount to notionally reduce the Certificate Balance Reductions in respect of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holdersClass, the an “Requesting HoldersAppraised-Out Class”) shall have the right, at their sole expense, to require present to the Special Servicer to order a second (2nd) Appraisal in respect of the Mortgaged Property in connection with the related securing any Required Appraisal Reduction Event that has occurred with respect to the Loan (other than any Non-Serviced Mortgage Loan) (such holders, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the “Requesting Holders’ written request and shall cause such second Appraisal to be ”) prepared by an Independent AppraiserMAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of each such second (2nd) Appraisal, the Special Servicer shall be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such second (2nd) Appraisal, any recalculation of the applicable Appraisal Reduction is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.second

Appraisal Reductions. (a) The Promptly upon the occurrence of an Appraisal Reduction Event of which the Special Servicer shall: has knowledge, the Special Servicer shall notify the Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (and so long as no Control Termination Event is continuing, the Controlling Class Representative) (i) upon of the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, (A) order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal of the Property (unless an Appraisal appraisal of the Property was performed within 9 nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may appraisal shall be used by the Special Servicer); ) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final formappraisal or determination to use an existing Appraisal) (provided, that if so long as such new Appraisal was received less than five at least three (53) Business Days prior to such Distribution Date, Date (in which case it will shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable)) on the basis of the applicable AppraisalsAppraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a the Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense of the Trust. Updates of such Appraisals appraisals shall be obtained by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)exists, and any the Appraisal Reduction Amount shall be adjusted accordingly accordingly, and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period Termination Event or a CCR Consultation Termination Period Event is then in effect. Any such appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator, the Trustee, the Operating Advisor, the Servicer and, so long as no Control Termination Event is continuing, the Controlling Class Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b). The Servicer Holders of Certificates representing the majority of the Certificate Balance of any Class of Certificates that is or would be determined to no longer be the Controlling Class (such Class, an “Appraised Out Class” and such Holders, the “Requesting Holders”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall provide have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Property an Appraisal Reduction Event has occurred. The Requesting Holders shall cause the Appraisal to be prepared on an “as is” basis by electronic means an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. 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 for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amount determination may not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as 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 will not be exercised by any the Class of Certificates, 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 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 the Property if an Appraisal Reduction Event has occurred and if an event has occurred at or with regard to the Property 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 Accepted Servicing Practices that no events at or with regard to the Property have occurred that would have a material effect on such Appraised Value of the Property. Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised Out Class pursuant to this Section and any other information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit from the Special Servicer reasonably required to calculate or to recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with Accepted Servicing Practices, 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 in its monthly report, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. 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 Accepted Servicing Practices or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class. (b) While an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.21(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing. (c) The Certificate Balance of each class of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (x) the Voting Rights of the related Classes and the Controlling Class and (y) whether a Control Termination Event is continuing on any Distribution Date) on any Distribution Date, to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Mortgage Loan will shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first allocated, first, to Note B, up to its respective outstanding principal balance, and then to Note A-1 and the Junior Trust Notes Companion Loan on a pro rata and pari passu basis (in accordance with the based on their relative outstanding principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notesbalances). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such the Trust Loan Notes for any Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class HRR Certificates; second, to the Class D Certificates, third, to the Class C Certificates; and fourth, to the Class B Certificates; (provided that the in each case that no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the any Class A CertificatesCertificate. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-nine (9) month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed equal to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) ), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the appraised value of the Property or Foreclosed Property, as the case may be, shall be based on such new Appraisal and the Appraisal Reduction Amount shall will be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such calculate or recalculate the Appraisal available to Reduction for any Mortgage Loan (other than any Non-Restricted Privileged Persons Serviced Mortgage Loan), B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates Certificates, each EX XXXXX III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class A Certificates) or EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate various Classes of Principal Balance of the Class VRR Certificates and the Uncertificated VRR EX XXXXX III Regular Interests in the following order of priority: first, to the Class J Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C REMIC III Regular Interest Balance of (and correspondingly, to the Uncertificated VRR InterestClass C Certificates and the Class PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); eighth, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); ninth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-AB Certificates, (iv) Class A-3 Certificates and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates or EX XXXXX III Regular Interest, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest), the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) no and the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Loan Pair shall be allocated between the related Mortgage Loan (and the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect notice of the determination occurrence of any an Appraisal Reduction Amount. The determination by Event promptly following the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result Master Servicer’s knowledge of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal)occurrence thereof, and the Special Servicer shall recalculate deliver to the Master Servicer notice of the occurrence of an Appraisal Event promptly following the Special Servicer’s knowledge of the occurrence thereof. With respect to any Loan Pair, the Master Servicer shall deliver to any related Other Master Servicer, Other Special Servicer and Other Trustee (i) notice of the occurrence of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the Special Servicer, of the occurrence thereof and (ii) a statement of any Appraisal Reduction Amount based upon in respect of such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that Loan Pair promptly following its receipt from the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal calculation or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedrecalculation thereof.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 days after the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, Trustee and the Certificate Administrator and, during any CCR Subordinate Control Period and any CCR or Subordinate Consultation Period, the Controlling Class Representative Directing Holder, of such occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use reasonable efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than nine months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); Property) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Senior Pari Passu Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorHolders. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the TrustAdvance. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists Servicer, and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every nine months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall will be a redetermination of whether a CCR Subordinate Control Period, a CCR Period or Subordinate Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the ServicerTrustee, the TrusteeServicer, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders and the 17g-5 Information ProviderProvider and, during any applicable Consenting Party and Consulting Party Subordinate Control Period or Subordinate Consultation Period, the Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the . The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While Website pursuant to Section 8.14(b). The Mortgage Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amount exists with in respect of the Mortgage Loan will be allocated first to the Trust LoanB Notes, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) up to the extent expressly set forth hereinfull outstanding principal balance thereof, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Trust A Notes and the Senior Pari Passu Non-Trust Notes, on a pro rata and pari passu basis, based on their respective outstanding principal balances thereof. The Appraisal Reduction Amount allocated to such Class on such the Trust Notes for any Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class F Certificates, second, to the Class E Certificates; third, to the Class D Certificates; fourth, to the Class C Certificates; fifth, to the Class C Certificates and sixth, to the Class B Certificates; Certificates (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (db) With respect to While an Appraisal Reduction Amount exists, (i) the amount of any Appraisal used Monthly Payment Advances on the Trust Loan shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c). (c) The Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (i) the Voting Rights of the related Classes and (ii) whether a Subordinate Control Period or Subordinate Consultation Period is in effect) on any Distribution Date to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. (d) In the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 129-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Propertyconducted, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount for the Mortgage Loan shall be deemed equal to equal 7525% of the unpaid principal balance of Loan Principal Balance for the Mortgage Loan (the “Assumed Appraised Value”) Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination Notwithstanding the foregoing, solely for purposes of determining whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect or the allocation of Voting Rights for certain purposes, deemed Appraised Reduction Amounts imposed pursuant to clause (x) of the preceding sentence will not be allocated to any Class of Certificates; provided, however, this sentence shall not affect in any manner the effect of Appraised Reduction Amounts based upon anything other than such clause (x), including when the related Appraisals are received. With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is” basis, based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal. Subject to Accepted Servicing Practices, absent manifest error in the appraised value contained in an Appraisal, the Special Servicer following such consultation will not be binding until such time as a new determination is made based on a new Appraisal obtained as a result permitted to adjust downward the appraised value of the exercise of Property in making an Appraisal Reduction Amount calculation, to the rights of extent that such downward adjustment would cause the Controlling Class Representative discussed below or otherwise in accordance with this AgreementF Certificates to become an Appraised-Out Class. The Class B Certificates, if and when If the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance the Class F Certificates (taking into account the application of any Appraisal Reduction Amount Amounts to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not existhas been reduced to less than 25% of its Initial Certificate Balance, is such Class will be referred to as an the “AppraisalAppraised-Reduced Out Class”. The holders Holders of the majority (by Certificate Balance) of an Appraisalthe Appraised-Reduced Out Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with (such Holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use its commercially reasonable efforts to cause each ensure that such second Appraisal to be is delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B F Certificates becoming an AppraisalAppraised-Reduced Out Class there is a material change with respect to the PropertyProperty related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their the Requesting Holder’s belief of what constitutes a material change to such the Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall will be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), Appraisal and provided further that the Holders of an Appraised-Out Class may require the Special Servicer shall recalculate the to order an additional Appraisal Reduction Amount based upon such additional Appraisalno more than once in any nine-month period). If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are permitted to be requested by any AppraisalAppraised-Reduced Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a such material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other partyRequesting Holder. Absent manifest error in Upon receipt of any supplemental Appraisal pursuant to the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal)two preceding paragraphs, the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided recalculate such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to Reduction Amounts based upon such second Appraisal. If required by any such recalculation, the Special Servicer (including any Appraisal obtained at applicable Appraised-Out Class shall be reinstated as the request of the Requesting Holders of an AppraisalControlling Class and each other Appraised-Reduced Class) in making an Appraisal Reduction Amount calculationOut Class shall, if applicable, have its related Certificate Balance notionally restored to the extent that required by such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination recalculation of the Appraisal Reduction Amount with a second Amounts. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall Reduction Amounts determination may not exercise any rights of the related Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period Class is reinstatedreinstated as the Controlling Class.

Appraisal Reductions. (a) The Not later than the date on which an Appraisal Event occurs, the Special Servicer shall: shall have obtained (iA) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Mortgaged Property unless securing the related Mortgage Loan or Serviced Loan Group if the Principal Balance of such Mortgage Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards (which internal valuation shall ascribe a value for any residential cooperative property based on the value of such property as if operated as a residential cooperative) or an Appraisal was performed which in all cases shall be completed as of the date that such Mortgage Loan or Serviced Loan Group becomes a Required Appraisal Loan; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within 9 months the immediately prior 12 months, the Special Servicer may rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be in accordance with the Appraisal Reduction Event and Servicing Standard; provided, further, that if the Special Servicer is not aware required to obtain an Appraisal of any material change in the market a Mortgaged Property or condition or value prepare an internal valuation after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it internal valuation will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Propertyprepared, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within later than 60 days after receipt of such notice. With respect to each Mortgage Loan or Serviced Loan Group that is cross-collateralized with any other Mortgage Loan or Serviced Loan Group, the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall internal valuation need only be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer performed with respect to Mortgaged Properties that constitute the Property principal security for the individual Mortgage Loan or Foreclosed PropertyServiced Loan Group to which an Appraisal Event occurs, as and not with respect to all of the case may be, Mortgaged Properties that constitute security for the individual Mortgage Loan or Serviced Loan Group in the cross-collateralized group. Such Appraisal Reduction Amount or valuation shall be recalculated conducted in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time "market value" as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated12 C.F.R. ss.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the Within 30 days after occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator andAdministrator, during any CCR Control Period the Operating Advisor and any CCR Consultation Period, the Controlling Class Representative applicable Consenting Party and Consulting Party of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of each of the Property Properties unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the such Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Operating Advisor, the Companion Loan Holders Holder(s) (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. As of the first Determination Date following the Trust Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to the Trust Loan and all other information relevant to a Collateral Deficiency Amount determination. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount and/or any Collateral Deficiency Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Companion Loan Holder(s), any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to . The Special Servicer shall promptly notify the Trust LoanServicer and the Operating Advisor, and after receipt of such notification the Servicer shall promptly notify the Trustee and the Certificate Administrator, of the determination and any redetermination of (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may beany Collateral Deficiency Amount, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “any resulting Cumulative Appraisal Reduction Amount” taking , which notification may be satisfied by providing such Appraisal into account. (f) The Special Servicer shall consult with information in the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any CREFC® Appraisal Reduction Amount. The determination by Template or the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of CREFC® Loan Periodic Update File included in the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced CREFC® Reports delivered pursuant to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional AppraisalSection 3.18(a), and the Special Servicer Certificate Administrator shall recalculate promptly post notice of the determination or redetermination of any such Appraisal Reduction Amount, Collateral Deficiency Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an and/or Cumulative Appraisal Reduction Amount calculationAmount, to the extent that as applicable, including such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the CREFC® Appraisal Reduction Amount with a second Appraisal Template or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if anyCREFC® Loan Periodic Update File, as such CCR Control Period is reinstatedapplicable, on the Certificate Administrator’s Website.

Appraisal Reductions. (a) The Special Servicer shall: For purposes of (ix) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, determining the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period Event has occurred and is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(ccontinuing) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (y) whether with respect to a CCR Control Period is or is not then in effect) on any Distribution Date Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X Certificates and the Class R Certificates) in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, and eighth, to the Class A-S Certificates. Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount allocated with respect to each Mortgage Loan (which notification may be satisfied through delivery of such Class information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC Investor Reporting Package®). Based on such Distribution Date. On each Distribution Dateinformation in its possession, the VRR Percentage Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in with respect of the Property in connection with the related to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event that has occurred with respect to (such Holders, the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to cause each ensure that such second Appraisal to be is delivered within 60 thirty (30) days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared on an “as-is” basis by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices MAI appraiser (provided that such Independent Appraiser MAI appraiser may not be the same Independent Appraiser MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based upon on such additional Appraisalsupplemental appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisalthe Appraised-Reduced Out Class shall be in addition reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to any Appraisals that the Special Servicer may otherwise be extent required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value recalculation of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Reduction. The Holders of an AppraisalAppraised-Reduced ClassOut Class requesting any supplemental Appraisal pursuant to clause (i) in making an Appraisal Reduction Amount calculationabove shall refrain from exercising any direction, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above)control, the Holders of the Class B Certificates shall not exercise any consent and/or similar rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as the Class is reinstated as the Controlling Class (such CCR period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Period Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is reinstatedrequired to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationof the Mortgaged Property securing the related Mortgage Loan, a CCR Control Period may be reinstated. (g) In additionLoan Pair or A/B Mortgage Loan, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan, Loan Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan, Loan Pair or A/B Mortgage Loan becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationfull, except to the extent that such downward adjustment would cause the Class B Certificates to become Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that Appraisal is in the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.best

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationof the Mortgaged Property securing the related Mortgage Loan, a CCR Control Period may be reinstated. (g) In additionLoan Pair or A/B Mortgage, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan, Loan Pair or A/B Mortgage exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan, Loan Pair or A/B Mortgage becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in full, except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests of the Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.62 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactionsor valuation, if not performed by the Special Servicer, shall be an expense of the Trust (and any related B Note) delivered and may be paid from REO Income or, to the Special extent collections from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) Special Servicer or by the Special Servicer pursuant to Section 4.2 in making an which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal Reduction Amount calculationor internal valuation provided to it by the Special Servicer, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during shall calculate any period that the Appraisal-Reduced Class is challenging the determination of Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal Reduction Amount with a second Appraisal for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or otherwise presenting a new Appraisal as described above)internal valuations provided from time to time to it by the Special Servicer and report such amount to the Trustee. Notwithstanding the foregoing, the Holders terms of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative this Section 6.9 shall not be a Consenting Party, until applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such time, if any, as obligations with respect to such CCR Control Period is reinstatedMortgage Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationof the Mortgaged Property securing the related Mortgage Loan, a CCR Control Period may be reinstated. (g) In additionLoan Pair or A/B Mortgage Loan, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan, Loan Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan, Loan Pair or A/B Mortgage Loan becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationfull, except to the extent that such downward adjustment would cause the Class B Certificates to become Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that Appraisal is in the Appraisal-Reduced Class is challenging the determination best interests of the Appraisal Reduction Amount with a second Certificateholders. Such Appraisal or otherwise presenting a new Appraisal valuation shall be conducted in accordance with the definition of "market value" as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedset forth in 12 C.F.R. ss.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain ) (A) an independent Appraisal of the Mortgaged Property unless securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal was performed or internal valuation within 9 months the immediately prior nine (9) months, the Special Servicer may rely on such Appraisal or internal valuation and shall have no duty to the prepare a new Appraisal Reduction Event and or internal valuation, unless the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and calculate or recalculate the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of for any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates Mortgage Loan (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth hereinany Non-Serviced Mortgage Loan), the Voting Rights of the related Classes B Note and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, Loan Pair based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied updated Appraisals or internal valuations prepared or obtained from time to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal time by the Special Servicer with respect and report such amount to the Property or Foreclosed Property, as the case may beMaster Servicer, the Appraisal Reduction Amount shall be recalculated in accordance with Trustee, the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with Certificate Administrator, the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of during any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if Subordinate Control Period and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such ClassCollective Consultation Period) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.Trust

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan, Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, the terms of this Section 6.9 shall make such Appraisal available not be applicable to any Non-Restricted Privileged Persons pursuant to Section 8.14(b), and Serviced Mortgage Loan if the 17g-5 Information Provider applicable Non-Serviced Mortgage Loan Special Servicer shall post have performed such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists obligations with respect to such Mortgage Loan. The Master Servicer shall provide via electronic delivery the Trust Loan, Special Servicer with information in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to the definition thereof within four (i4) Business Days of the amount of any Monthly Interest Payment Advances Special Servicer’s written request (which request shall be reduced as provided made promptly, but in Section 3.23(ano event later than ten (10) and (ii) Business Days, after the existence thereof Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, however, the Special Servicer’s failure to timely make such request shall be taken into account for purposes not relieve the Master Servicer of determining (x) its obligation to provide such information to the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided Special Servicer in the definition thereof. (c) manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the penultimate sentence of the definition of “Appraisal Reduction” (other than the Class A Certificatesproviso contained in such sentence)) allocable to such Class. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on among the respective then-outstanding amounts Classes of such Certificate Principal Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates in the following order of priority: first, to the Class H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; eighth, 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 and (iv) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, and (Aconsistent with the foregoing) no the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the Mortgage Loan (related B Note prior to any allocation to the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new related A Note. Any Appraisal by the Special Servicer Reduction with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount a Loan Pair shall be recalculated in accordance with allocated between the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with related Mortgage Loan and the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based related Serviced Companion Loan on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (pro rata basis by Certificate Unpaid Principal Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain ) (A) an independent Appraisal of the Mortgaged Property unless securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal was performed or internal valuation within 9 months the immediately prior nine (9) months, the Special Servicer may rely on such Appraisal or internal valuation and shall have no duty to the prepare a new Appraisal Reduction Event and or internal valuation, unless the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such calculate or recalculate the Appraisal available to Reduction for any Mortgage Loan (other than any Non-Restricted Privileged Persons Serviced Mortgage Loan), B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates and each XX XXXXX III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class A Certificates) or XX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate various Classes of Principal Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance XX XXXXX III Regular Interests in the following order of priority: first, to the Uncertificated VRR InterestClass H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates (and correspondingly, to the Class C Certificates and the Class PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); seventh, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); eighth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-SB Certificates, (iv) Class A-3 Certificates, (v) the Class A-4 Certificates and (vi) the Class A-5 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates or XX XXXXX III Regular Interest, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest), the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) no and the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Loan Pair shall be allocated between the related Mortgage Loan (and the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect notice of the determination occurrence of any an Appraisal Reduction Amount. The determination by Event promptly following the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result Master Servicer’s knowledge of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal)occurrence thereof, and the Special Servicer shall recalculate deliver to the Master Servicer notice of the occurrence of an Appraisal Event promptly following the Special Servicer’s knowledge of the occurrence thereof. With respect to any Loan Pair, the Master Servicer shall deliver to any related Other Master Servicer, Other Special Servicer and Other Trustee (i) notice of the occurrence of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the Special Servicer, of the occurrence thereof and (ii) a statement of any Appraisal Reduction Amount based upon in respect of such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that Loan Pair promptly following its receipt from the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal calculation or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedrecalculation thereof.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within thirty (30) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Certificate Administrator Trust Advisor. The Special Servicer shall make such calculate or recalculate the Appraisal available to Reduction for any Mortgage Loan (other than any Non-Restricted Privileged Persons Serviced Mortgage Loan), B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates and each EX XXXXX III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class A Certificates) or EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be notionally reduced applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate various Classes of Principal Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance EX XXXXX III Regular Interests in the following order of priority: first, to the Uncertificated VRR InterestClass H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates (and correspondingly, to the Class C Certificates and the Class PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); seventh, to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. REMIC III Regular Interest (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amountand correspondingly, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisaland the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-Reduced Class there is a material change with respect to the PropertyPST Percentage Interest, the Requesting Holders of such Class will have the right to requestrespectively, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentationClass B REMIC III Regular Interest). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation; eighth, to the extent that such downward adjustment would cause Class A-S REMIC III Regular Interest (and correspondingly, to the Class B A-S Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of PST Certificates, pro rata, based on the Controlling Class solely applicable during a CCR Control Period, A-S Percentage Interest and the Controlling Class Representative shall not be a Consenting PartyA-S-PST Percentage Interest, until such timerespectively, if anyin the Class A-S REMIC III Regular Interest); and finally, as such CCR Control Period is reinstated.pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates,

Appraisal Reductions. (a) The Special Servicer shall: (i) Promptly upon the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall notify the Servicer, the Trustee, the Certificate Administrator and, and the Trustee (and during any CCR a Controlling Class Control Period and any CCR Consultation Period, the Controlling Class Representative Representative) (i) of such the occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, (A) order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal appraisals of the Property Properties (unless an Appraisal was appraisals of the Properties were performed within 9 nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property Properties since the date of such Appraisal (in which case, such Appraisal may appraisal shall be used by the Special Servicer); ) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final formappraisal or determination to use an existing appraisal) (provided, that if so long as such new Appraisal appraisal was received less than five at least three (53) Business Days prior to such Distribution Date, Date (in which case it will shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicableappraisal)) on the basis of the applicable Appraisalsappraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense of the Trust. Updates of such Appraisals appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every twelve (12) months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly accordingly, and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period Termination Event or a CCR Consultation Termination Period Event is then in effect. Any such appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator and the Trustee, the Servicer and, during a Controlling Class Control Period, the Controlling Class Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such appraisal available to Privileged Persons pursuant to Section 8.14(b). The Servicer Holders of Certificates representing the majority of the Certificate Balance of any Class of 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 provide have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Property 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 electronic means an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. 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 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 Servicer Certificate Administrator within such 10 day period pursuant to the information in its possession or control as reasonably requested in writing 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 within two (2described below) Business Days 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 termination of a Controlling Class Consultation Period. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Balance of any request Appraised Out Class shall have the right, at their sole expense, to permit require the Special Servicer to order an additional Appraisal of any Property if an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the related Property or Properties 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 Accepted Servicing Practices that no events at or with regard to the related Property or Properties have occurred that would have a material effect on such Appraised Value of the related Property or 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 Servicer reasonably required to calculate or to recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with Accepted Servicing Practices, 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 Mortgage 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. 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 Accepted Servicing Practices or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class. (b) While an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing. (c) The Certificate Balance of each class of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (x) the Voting Rights of the related Classes and the Controlling Class and (y) whether a Control Termination Event is continuing on any Distribution Date) on any Distribution Date, to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Whole Loan will shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Whole Loan shall be allocated first allocated, first, to the Junior Trust Notes Note B-1 and Note B-2 on a pro rata and pari passu basis (in accordance with the based on their relative outstanding principal balance of such Junior Trust Notes) balances), up to its respective outstanding principal balance, and then to Note A-0, Xxxx X-0 and the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes Companion Loans on a pro rata and pari passu basis (in accordance with the based on their relative outstanding principal balance of such Senior Notesbalances). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such the Trust Loan Notes for any Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class D Certificates; second, to the Class C Certificates; and third, to the Class B Certificates; (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the any Class A CertificatesCertificate. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Properties, either (A) no Appraisal Appraisals or updates of an Appraisal the Appraisals have been obtained or conducted with respect to the Property Properties or Foreclosed PropertyProperties, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property Properties or Foreclosed PropertyProperties, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property Properties or Foreclosed PropertyProperties, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property the Properties or Foreclosed PropertyProperties, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Property, as the case may beProperties, the appraised value of the Property or Foreclosed Property, as the case may be, Properties for purposes of determining the Appraisal Reduction Amount shall be deemed equal to equal 75% of the unpaid principal balance of appraised value set forth in the Mortgage Loan most recent Appraisal for the Properties or Foreclosed Properties, as the case may be (the “Assumed Appraised Value”) ), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Property appraised value of the Properties or Foreclosed PropertyProperties, as the case may be, shall be based on such new Appraisal and the Appraisal Reduction Amount shall will be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The Special Servicer shall: Within sixty (i60) upon days after the occurrence of an Appraisal Reduction EventEvent with respect to the Mortgage Loan, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator Administrator, the Servicer and, during any CCR Subordinate Control Period and any CCR Subordinate Consultation Period, the Controlling Class Representative Representative, of such occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use reasonable efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than twelve months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which caseProperty), such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an so, allocate the Appraisal Reduction Amount exists, give notice thereof to the ServicerTrust Loan and the Companion Loans and give reasonably prompt notice of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portion of the Appraisal Reduction Amount allocated to the Companion Loans to the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator). The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance andAdvance, in such case, as an expense of the Trustwhich case it shall be a Trust Expense. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) twelve months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by Advance, and the Appraisal Reduction Amount and the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly andaccordingly, and if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Trust Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Subordinate Control Period, a CCR Subordinate Consultation Period or a CCR Subordinate Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information ProviderProvider and, during any applicable Consenting Party Subordinate Control Period and Consulting Party any Subordinate Consultation Period, the Controlling Class Representative, in electronic format and the format. The Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), ) and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s WebsiteWebsite pursuant to Section 8.14(b). (b) While an Trust Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances with respect to the Trust Loan shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof). (c) The In addition, the respective Certificate Balance of each Class Balances of the Principal Balance various Classes of the Sequential Pay Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes in certain limited circumstances as described in this Agreement and (y) whether a CCR Subordinate Control Period, Subordinate Consultation Period or Subordinate Consultation Termination Period is or is not then in effect) on any Distribution Date to the extent of any the Trust Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any The Trust Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each for any Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class E Certificates, second, to the Class D Certificates, third, to the Class C Certificates, and fourth, to the Class B Certificates; , (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Trust Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan or the Trust Notes was reduced as a result of determining an a Trust Appraisal Reduction Amount, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal of the Trust Loan shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal of the Trust Loan have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed REO Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed REO Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed REO Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed REO Property, as the case may be, referred to in the immediately preceding clause within sixty (ii60) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Propertyconducted, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount for the Mortgage Loan shall be deemed equal to equal 7525% of the unpaid principal balance of the Mortgage Loan (Principal Balance for the “Assumed Appraised Value”) Mortgage Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Appraisal Reduction Amount for the Property or Foreclosed REO Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such . Notwithstanding the foregoing, deemed Trust Appraisal into accountReduction Amounts imposed pursuant to clause (x) of the preceding sentence shall not be allocated to any Class of Certificates for purposes of determining whether the Controlling Class is an Appraisal-Reduced Class, whether a Subordinate Control Period, a Subordinate Consultation Period or a Subordinate Consultation Termination Period is then in effect, or the allocation of Voting Rights for any purpose. (f) The With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or REO Property, as applicable, will be determined on an “as is” basis. (g) During any Subordinate Control Period and during any Subordinate Consultation Period, the Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling an Appraisal-Reduced Class Representative discussed below or otherwise in accordance with this Agreement. The Class B CertificatesControlling Class, if and when the Certificate Balance thereof is they are reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an the Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each ensure that such second Appraisal to be is delivered within 60 30 days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s)Appraisal. If required by any such recalculation, a CCR Control Period may the applicable Trust Appraisal-Reduced Class shall be reinstatedreinstated as the Controlling Class. (gh) In addition, if subsequent to the Class B Certificates becoming an holders of the majority (by Certificate Balance) of the Appraisal-Reduced Class there is will have the right, from time to time, in their sole and absolute discretion and at their sole expense, to present to the Special Servicer a new Appraisal (prepared by an Independent Appraiser) of the Property following an Appraisal Reduction Event; provided, that such holders of such Appraisal-Reduced Class may not present more than 5 Appraisals of the Property in a calendar year; provided, further, that such holders of such Appraisal-Reduced Class may present an Appraisal of the Property at any time without regard to the limitation in the preceding proviso upon the occurrence of any material change in the Property or with respect to the PropertyMortgage Loan; and, the Requesting Holders of such Class will have the right to requestprovided, in writingfurther, however, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change any such Appraisal must be acceptable to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that Practices. Upon receipt of each such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall be required, in accordance with the Accepted Servicing Practices, to recalculate the such Appraisal Reduction Amount based upon such additional other Appraisal. If required by any such recalculation, a CCR Control Period the applicable Appraisal-Reduced Class shall be reinstatedreinstated as the Controlling Class. In each case, Appraisals that are requested delivered by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property Property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS such commercial mortgage backed transactions) delivered to the Special Servicer (including any Appraisal obtained at the request delivered by any holder of the Requesting Holders a certificate of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the subject the Controlling Class B Certificates to become an Appraisal-Reduced Class. (hi) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount and Trust Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Controlling Class B Certificates shall may not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, it is reinstated as such CCR Control Period is reinstatedthe Controlling Class.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationof the Mortgaged Property securing the related Mortgage Loan, a CCR Control Period may be reinstated. (g) In additionLoan Pair or A/B Mortgage Loan, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan, Loan Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan, Loan Pair or A/B Mortgage Loan becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in full, except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests of the Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.62 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactionsor valuation, if not performed by the Special Servicer, shall be an expense of the Trust (and any related B Note) delivered and may be paid from REO Income or, to the Special extent collections from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) Special Servicer or by the Special Servicer pursuant to Section 4.2 in making an which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal Reduction Amount calculationor internal valuation provided to it by the Special Servicer, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during shall calculate any period that the Appraisal-Reduced Class is challenging the determination of Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal Reduction Amount with a second Appraisal for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or otherwise presenting a new Appraisal as described above)internal valuations provided from time to time to it by the Special Servicer and report such amount to the Trustee annually. Notwithstanding the foregoing, the Holders terms of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative this Section 6.9 shall not be a Consenting Party, until applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such time, if any, as obligations with respect to such CCR Control Period is reinstatedMortgage Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

Appraisal Reductions. (a) The Special Servicer shall: (i) Promptly upon the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall notify the Servicer, the TrusteeOperating Advisor, the Certificate Administrator and, during any CCR and the Trustee (and so long as no Control Period and any CCR Consultation PeriodTermination Event is continuing, the Controlling Class Representative Representative) (i) of such the occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, (A) order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal of the Property (unless an Appraisal appraisal of the Property was performed within 9 nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may appraisal shall be used by the Special Servicer); ) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final formappraisal or determination to use an existing Appraisal) (provided, that if so long as such new Appraisal was received less than five at least three (53) Business Days prior to such Distribution Date, Date (in which case it will shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable)) on the basis of the applicable AppraisalsAppraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense of the Trust. Updates of such Appraisals appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every nine (9) months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly accordingly, and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period Termination Event or a CCR Consultation Termination Period Event is then in effect. Any such appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator, the Trustee, the Operating Advisor, the Servicer and, so long as no Control Termination Event is continuing, the Controlling Class Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b). The Servicer Holders of Certificates representing the majority of the Certificate Balance of any Class of 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 provide have the right to challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal of any Property 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 electronic means an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. 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 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 Servicer Certificate Administrator within such 10 day period pursuant to the information in its possession or control as reasonably requested in writing 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 within two (2described below) Business Days 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 as the Controlling Class. In addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Balance of any request Appraised Out Class shall have the right, at their sole expense, to permit require the Special Servicer to order an additional Appraisal of the Property if an Appraisal Reduction Event has occurred if an event has occurred at or with regard to the Property 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 Accepted Servicing Practices that no events at or with regard to the related Property have occurred that would have a material effect on such Appraised Value of the related Property. 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 Servicer reasonably required to calculate or to recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with Accepted Servicing Practices, 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 Mortgage 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. 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 Accepted Servicing Practices or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class. (b) While an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a), and (ii) the existence thereof will be taken into account for purposes of determining (a) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing. (c) The Certificate Balance of each class of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (x) the Voting Rights of the related Classes and the Controlling Class and (y) whether a Control Termination Event is continuing on any Distribution Date) on any Distribution Date, to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Whole Loan will shall be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Whole Loan shall be allocated first allocated, first, to Note B, up to its respective outstanding principal balance, and then to Note A-1 and the Junior Trust Notes Companion Loans on a pro rata and pari passu basis (in accordance with the based on their relative outstanding principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notesbalances). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such the Trust Loan Notes for any Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class HRR Certificates; second, to the Class E Certificates; third, to the Class D Certificates; fourth, to the Class C Certificates; and fifth, to the Class B Certificates; (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the any Class A CertificatesCertificate. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-nine (9) month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property, the appraised value of the Property for purposes of determining the Appraisal Reduction Amount shall be equal to 75% of the appraised value set forth in the most recent Appraisal for the Property or Foreclosed Property, as the case may bebe (the “Assumed Appraised Value”), and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining shall be based on such new Appraisal and the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall will be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Not later than the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal earliest of the Property unless an dates set forth in the definition of "Appraisal was performed Event" in respect of any Mortgage Loan, or within 9 months prior to the Appraisal Reduction Event and such longer period as the Special Servicer is not aware of any material change diligently and in good faith proceeding to obtain an appraisal, the market or condition or value Special Servicer shall obtain (A) an Appraisal of the related Mortgaged Property since or REO Property, as applicable, if the date Stated Principal Balance of such Required Appraisal Loan exceeds $1,000,000 or (in which case, such Appraisal may be used by B) at the option of the Special Servicer); and (iii) determine (no later than , if the first Distribution Date on or following either (x) the receipt Stated Principal Balance of such Required Appraisal (in final form) (provided, that if such new Appraisal was received Loan is less than five (5) Business Days prior or equal to such Distribution Date$1,000,000, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested either an internal valuation prepared by the Special Servicer from or an Appraisal; provided that if the Special Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if had completed or obtained an Appraisal Reduction Amount existsor internal valuation within the immediately preceding 12 months, give notice thereof the Special Servicer may rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be in accordance with the Servicing Standard. Such Appraisal or internal valuation shall be updated at least annually to the Servicer, the Trustee, the Companion extent such Mortgage Loan Holders (or, in the case of remains a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorRequired Appraisal Loan. The cost of obtaining any such Appraisal (or updated Appraisal) if not an internal valuation performed by the Special Servicer shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates Trust and may be paid from REO Income, treated as an Additional Trust Expense or advanced by the Special Servicer (or, at the direction of such Appraisals the Special Servicer, by the Master Servicer) in which event it shall be treated as a Servicing Advance, subject to Section 4.4 hereof. The Special Servicer, based on the Appraisal or internal valuation, shall calculate any Appraisal Reduction. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan based on updated Appraisals or internal valuations. Any Appraisal or internal valuation obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) pursuant to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 6.6 shall be delivered by the Special Servicer to the Master Servicer, and the Master Servicer shall deliver such Appraisal or internal valuation to the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator Trustee shall make deliver such Appraisal available or internal valuation to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Privately Offered Certificates shall not exercise any rights within 15 days of receipt by the Controlling Class solely applicable during a CCR Control Period, and Trustee of such Appraisal or internal valuation from the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedMaster Servicer.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 30 days after the occurrence of an Appraisal Reduction EventEvent with respect to the Whole Loan, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, Trustee and the Certificate Administrator and, during any CCR Subordinate Control Period and any CCR or Subordinate Consultation Period, the Controlling Class Representative Directing Holder, of such occurrence of an Appraisal Reduction Event; Event and (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain order an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than nine months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); Property) and (iii) determine (no later than the first Distribution Date on later of (a) 60 days after the Appraisal Reduction Event with respect to the Whole Loan or following either (xb) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) 10 Business Days prior to such Distribution Dateafter obtaining the final Appraisal of the Property, it will the Special Servicer shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, and if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorHolders. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the TrustAdvance. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists Servicer, and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid every twelve months for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall will be a redetermination of whether a CCR Subordinate Control Period, a CCR Period or Subordinate Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the Servicer, the Trustee17g-5 Information Provider, the Certificate Administrator, Companion Loan Holders and, during any Subordinate Control Period or Subordinate Consultation Period, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the . The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect Website pursuant to Section 8.14(b). Following notification from the Trust Loan, (i) the amount Special Servicer of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value Servicer and the Trustee shall notify the Other Servicer and Other Trustee of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) existence of an Appraisal Reduction Event has occurredand any related Appraisal Reduction Amount. Following notification from the Special Servicer, (ii) either (A) no the Servicer and the Trustee shall be deemed to have delivered notice of any such Appraisal or updates Reduction Event and any related Appraisal Reduction Amount if the Servicer includes such event and/or amount in its monthly servicer statements provided to the Other Servicer. The Whole Loan will be treated as a single mortgage loan for purposes of an calculating the Appraisal have been obtained or conducted Reduction Amount. Any Appraisal Reduction Amount with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount Whole Loan shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationallocated first, to the extent that such downward adjustment would cause Non-Trust B-2 Note, up to the Class full outstanding principal balance thereof, then, to the Non-Trust B-1-B Certificates Note, up to become an Appraisalthe full outstanding principal balance thereof, then, to the Non-Reduced Class (h) Upon becoming an AppraisalTrust B-1-Reduced Class and thereafter (including during any period that A Note, up to the Appraisalfull outstanding principal balance thereof, then, to the Trust A-Reduced Class is challenging B Note, up to the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Periodfull outstanding principal balance thereof, and then, to the Controlling Class Representative shall not be Trust A Note and the Non-Trust A Note, on a Consenting Partypro rata and pari passu basis, until such time, if any, as such CCR Control Period is reinstatedbased on their respective outstanding principal balances.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 days after the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, Trustee and the Certificate Administrator and, during any CCR Subordinate Control Period and any CCR or Subordinate Consultation Period, the Controlling Class Representative Directing Holder, of such occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use reasonable efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than nine months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); Property) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Senior Pari Passu Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorHolders. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the TrustAdvance. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists Servicer, and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)) every nine months for so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall will be a redetermination of whether a CCR Subordinate Control Period, a CCR Period or Subordinate Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the ServicerTrustee, the TrusteeServicer, the Certificate Administrator, the Senior Pari Passu Companion Loan Holders and the 17g-5 Information ProviderProvider and, during any applicable Consenting Party and Consulting Party Subordinate Control Period or Subordinate Consultation Period, the Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the . The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While Website pursuant to Section 8.14(b). The Mortgage Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amount exists with in respect of the Mortgage Loan will be allocated first to the Trust LoanB Notes, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) up to the extent expressly set forth hereinfull outstanding principal balance thereof, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Trust A Notes and the Senior Pari Passu Non-Trust Notes, on a pro rata and pari passu basis, based on their respective outstanding principal balances thereof. The Appraisal Reduction Amount allocated to such Class on such the Trust Notes for any Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class E Certificates, second, to the Class D Certificates; third, to the Class C Certificates; and fourth, to the Class B Certificates; Certificates (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (db) With respect to While an Appraisal Reduction Amount exists, (i) the amount of any Appraisal used Monthly Payment Advances on the Trust Loan shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c). (c) The Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (i) the Voting Rights of the related Classes and (ii) whether a Subordinate Control Period or Subordinate Consultation Period is in effect) on any Distribution Date to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. (d) In the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Propertyconducted, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount for the Mortgage Loan shall be deemed equal to equal 7525% of the unpaid principal balance of Loan Principal Balance for the Mortgage Loan (the “Assumed Appraised Value”) Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination Notwithstanding the foregoing, solely for purposes of determining whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect or the allocation of Voting Rights for certain purposes, deemed Appraised Reduction Amounts imposed pursuant to clause (x) of the preceding sentence will not be allocated to any Class of Certificates; provided, however, this sentence shall not affect in any manner the effect of Appraised Reduction Amounts based upon anything other than such clause (x), including when the related Appraisals are received. With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is” basis, based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal. Subject to Accepted Servicing Practices, absent manifest error in the appraised value contained in an Appraisal, the Special Servicer following such consultation will not be binding until such time as a new determination is made based on a new Appraisal obtained as a result permitted to adjust downward the appraised value of the exercise of Property in making an Appraisal Reduction Amount calculation, to the rights of extent that such downward adjustment would cause the Controlling Class Representative discussed below or otherwise in accordance with this AgreementE Certificates to become an Appraised-Out Class. The Class B Certificates, if and when If the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance the Class E Certificates (taking into account the application of any Appraisal Reduction Amount Amounts to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not existhas been reduced to less than 25% of its Initial Certificate Balance, is such Class will be referred to as an the “AppraisalAppraised-Reduced Out Class”. The holders Holders of the majority (by Certificate Balance) of an Appraisalthe Appraised-Reduced Out Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with (such Holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use its commercially reasonable efforts to cause each ensure that such second Appraisal to be is delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B E Certificates becoming an AppraisalAppraised-Reduced Out Class there is a material change with respect to the PropertyProperty related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their the Requesting Holder’s belief of what constitutes a material change to such the Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall will be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), Appraisal and provided further that the Holders of an Appraised-Out Class may require the Special Servicer shall recalculate the to order an additional Appraisal Reduction Amount based upon such additional Appraisalno more than once in any nine-month period). If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are permitted to be requested by any AppraisalAppraised-Reduced Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a such material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other partyRequesting Holder. Absent manifest error in Upon receipt of any supplemental Appraisal pursuant to the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal)two preceding paragraphs, the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided recalculate such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to Reduction Amounts based upon such second Appraisal. If required by any such recalculation, the Special Servicer (including any Appraisal obtained at applicable Appraised-Out Class shall be reinstated as the request of the Requesting Holders of an AppraisalControlling Class and each other Appraised-Reduced Class) in making an Appraisal Reduction Amount calculationOut Class shall, if applicable, have its related Certificate Balance notionally restored to the extent that required by such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination recalculation of the Appraisal Reduction Amount with a second Amounts. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall Reduction Amounts determination may not exercise any rights of the related Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period Class is reinstatedreinstated as the Controlling Class.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 30 days after the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative applicable Consenting Party and Consulting Party of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders Holder(s) (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Non-Retained Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amount, as well as the VRR Interest, shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of on such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, the Companion Loan Holder(s), any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect and is allocable to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(cthe definition of “Voting Rights”, (y) whether any Class of Principal Balance Certificates are Non-Reduced Certificates and (yz) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes Classes, (y) whether any Class of Principal Balance Certificates are Non-Reduced Certificates and (yz) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount allocable to the Trust Loan shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance Certificates in the following order of priority: first, to the Class E Certificates; second, to the Class D Certificates; third, to the Class C Certificates; and fourth, to the Class B Certificates; provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates update of an Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 129-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) ), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to for the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party or Consulting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B E Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B E Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such the Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, Property may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal Appraisal(s) shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B E Certificates to become an Appraisal-Reduced Class. (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders and/or Beneficial Owners of the Class B E Certificates shall may not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan, Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, the terms of this Section 6.9 shall make such Appraisal available not be applicable to any Non-Restricted Privileged Persons pursuant to Section 8.14(b), and Serviced Mortgage Loan if the 17g-5 Information Provider applicable Non-Serviced Mortgage Loan Special Servicer shall post have performed such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists obligations with respect to such Mortgage Loan. The Master Servicer shall provide via electronic delivery the Trust Loan, Special Servicer with information in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to the definition thereof within four (i4) Business Days of the amount of any Monthly Interest Payment Advances Special Servicer’s written request (which request shall be reduced as made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided in Section 3.23(a) and (ii) the existence thereof Special Servicer’s failure to timely make such request shall be taken into account for purposes not relieve the Master Servicer of determining (x) its obligation to provide such information to the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided Special Servicer in the definition thereof. (c) manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A A-S, Class B, Class PST and Class C Certificates) ), the Class A-S REMIC III Principal Amount, the Class B REMIC III Principal Amount and the Class C REMIC III Principal Amount shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the penultimate sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class or Class PST REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce various Classes of Principal Balance Certificates (to not less other than zero) the Certificate Balance of the Class VRR A-S, Class B, Class PST and Class C Certificates), the Class A-S REMIC III Principal Amount, the Class B REMIC III Principal Amount and the Class C REMIC III Principal Amount in the following order of priority: first, to the Class J Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR InterestClass PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); eighth, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); ninth, to the Class A-S Certificates (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates and (iv) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates ceases to exist as of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the any date of determination, then such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) applicable portion thereof shall no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall longer thereafter be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated applied in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. foregoing two (f2) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount sentences to notionally reduce the Aggregate Certificate Balance of such Class) any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class PST and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holdersC Certificates), the “Requesting Holders”) shall have the rightClass A-S REMIC III Principal Amount, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced REMIC III Principal Amount or the Class there is a material change C REMIC III Principal Amount, and (consistent with respect to the Propertyforegoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Requesting Holders Class A-S REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of such the Class will have A-S Certificates and the right to requestClass PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an AppraisalClass A-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such AppraisalS REMIC III Regular Interest), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class REMIC III Principal Amount (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above)correspondingly, the Holders Aggregate Certificate Balance of the Class B Certificates shall not exercise any rights and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) and the Class C REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Controlling Class solely applicable during a CCR Control Period, C Certificates and the Controlling Class Representative PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall not be notionally restored to the extent such Appraisal Reduction or portion thereof ceases to exist. Any Appraisal Reduction with respect to an A/B Whole Loan shall be allocated to notionally reduce the outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedLoan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance.

Appraisal Reductions. (a) The Special Servicer shall: Within thirty (i30) upon days after the occurrence of an Appraisal Reduction EventEvent with respect to the Whole Loan, promptly the Special Servicer shall (i) notify the Servicer, the Trustee, Trustee and the Certificate Administrator and, during any CCR Subordinate Control Period and any CCR or Subordinate Consultation Period, the Controlling Class Representative Directing Holder, of such occurrence of an Appraisal Reduction Event; Event and (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain order an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is not aware less than nine (9) months old, unless it has actual knowledge of any a material adverse change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); Property) and (iii) determine (no later than the first Distribution Date on later of (a) sixty (60) days after the Appraisal Reduction Event with respect to the Whole Loan or following either (xb) the receipt of such Appraisal ten (in final form) (provided, that if such new Appraisal was received less than five (510) Business Days prior to such Distribution Dateafter obtaining the final Appraisal of the Property, it will the Special Servicer shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the such Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, and if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate AdministratorHolders. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance andAdvance, in such casewhich case it would be a Trust Fund Expense, as an expense and subject to the allocation provisions of the TrustCo-Lender Agreement. Updates of any such Appraisals Appraisal shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists Servicer, and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance every twelve (or paid 12) months for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)so long as an Appraisal Reduction Event exists, and any the Appraisal Reduction Amount shall be adjusted accordingly and, if accordingly. If required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced for the purposes of allocating Voting Rights as a result of such the application the Trust Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (by the Certificate Administrator or reduced if applicable) the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall will be a redetermination of whether a CCR Subordinate Control Period, a CCR Period or Subordinate Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under pursuant to this Section 3.7 shall 3.7(a) will be delivered by the Special Servicer to the Servicer, the Trustee17g-5 Information Provider, the Certificate Administrator, Companion Loan Holders and, during any Subordinate Control Period or Subordinate Consultation Period, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the . The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s WebsiteWebsite pursuant to Section 8.14(b). Following notification from the Special Servicer of any Appraisal Reduction Amount, the Servicer and the Trustee shall notify the Companion Loan Servicer and Companion Loan Trustee of the existence of an Appraisal Reduction Event and any related Appraisal Reduction Amount. Following notification from the Special Servicer, the Servicer and the Trustee shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related Appraisal Reduction Amount if the Servicer includes such event and/or amount in its monthly servicer statements provided to the Companion Loan Servicer. (b) While an any Trust Appraisal Reduction Amount exists with respect to the (or deemed Trust LoanAppraisal Amount) exists, (i) the amount of any Monthly Interest Payment Advances with respect to the Trust Loan shall be reduced as provided in Section 3.23(a) and 3.21(a), (ii) the existence thereof shall of such Trust Appraisal Reduction Amount (other than any deemed Trust Appraisal Reduction Amount) will be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (yiii) except with respect to any deemed Trust Appraisal Reduction Amount, there will be a determination of whether a CCR Subordinate Control Period or Subordinate Consultation Period is or is not then in effect as provided in the definition thereofeffect. (c) Trust Appraisal Reduction Amounts shall be allocated between the RR Interests, on the one hand, and the Non-Risk Retained Certificates, on the other hand, based on the Required Risk Retained Percentage and the Non-Risk Retained Percentage, respectively. Trust Appraisal Reduction Amounts allocated to the RR Interests for any Distribution Date will be applied to notionally reduce the Certificate Balance of the RR Interests until reduced to zero. The Certificate Balance of each Class of the Principal Balance Sequential Pay Certificates (other than and the Class A Certificates) RR Interests shall be notionally reduced (solely for purposes of determining (xi) to the extent expressly set forth herein, the Voting Rights of the related Classes or RR Interests and (yii) whether a CCR Subordinate Control Period or Subordinate Consultation Period is or is not then in effect) on any Distribution Date to the extent of any the Trust Appraisal Reduction Amount allocated to such Class or the RR Interests on such Distribution Date. On each Distribution Date, the VRR Percentage of any The Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each for any Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class 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; and sixth, to the Class B Certificates; Certificates (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the any Class A CertificatesCertificate. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (Aa) no Appraisal or updates update of an the Appraisal have has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 129-month period prior to the date of such Appraisal Reduction Event or (Bb) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may bemaybe, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new final Appraisal has been obtained or conducted for each such the Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause within sixty (ii60) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a such new Appraisal is obtained for the Property or Foreclosed Propertyconducted, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall for the Whole Loan will be deemed equal to equal 7525% of the unpaid outstanding principal balance of the Mortgage Whole Loan provided that such deemed Appraisal Reduction Amounts will not be allocated to any Class of Certificates or the RR Interests for purposes of (the “Assumed Appraised Value”1) determining whether a Subordinate Control Period or Subordinate Consultation Period is in effect or (2) allocating Voting Rights, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall will be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by Any Appraisal Reduction Amount with respect to the Special Servicer following such consultation Whole Loan will be binding until such time as allocated first, to the Trust B Notes, on a new determination is made pro rata basis, up to the full outstanding principal balance thereof and second, to the Trust A Notes and the Non-Trust Notes, on a pro rata and pari passu basis, based on a new their respective outstanding principal balances. With respect to any Appraisal obtained Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as a result determined by an updated Appraisal) of the exercise Property will be determined on an “as-is” basis, based upon the current physical condition, use and zoning of the rights Property as of the Controlling Class Representative discussed below or otherwise in accordance with this Agreementdate of the Appraisal. The Class B Certificates, if and when If the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance the Class G Certificates (taking into account the application of any Trust Appraisal Reduction Amount Amounts (other than any deemed Trust Appraisal Reduction Amount) to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not existhas been reduced to less than 25% of its Initial Certificate Balance, is such Class will be referred to as an the “AppraisalAppraised-Reduced Out Class”. The holders Holders of the majority (by Certificate Balance) of an Appraisalthe Appraised-Reduced Out Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with (such Holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the “Requesting Holders”). The Special Servicer shall use its commercially reasonable efforts in accordance with Accepted Servicing Practices to cause each ensure that such second Appraisal to be is delivered within 60 sixty (60) days from receipt of the Requesting Holders’ written request and shall cause ensure that such second Appraisal to be is prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B G Certificates becoming an AppraisalAppraised-Reduced Out Class there is a material change with respect to the PropertyProperty related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders of such Class will shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their the Requesting Holder’s belief of what constitutes a material change to such the Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), Appraisal and provided further that the Holders of an Appraised-Out Class may require the Special Servicer shall recalculate the to order an additional Appraisal Reduction Amount based upon such additional Appraisalno more than once in any nine-month period). If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are permitted to be requested by any AppraisalAppraised-Reduced Out Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a such material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other partyRequesting Holder. Absent manifest error in Upon receipt of any supplemental Appraisal pursuant to the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal)two preceding paragraphs, the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided recalculate such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculationand the Trust Appraisal Reduction Amount based upon such second Appraisal. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent that required by such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination recalculation of the Appraisal Reduction Amount with a second and the Trust Appraisal or otherwise presenting a new Reduction Amount. Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal as described above), the Holders of the Class B Certificates shall Reduction Amounts determination may not exercise any rights of the related Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period Class is reinstatedreinstated as the Controlling Class. In addition, the Special Servicer shall comply with the terms of the Co-Lender Agreement with respect to the rights of a Companion Loan Holder to request or obtain additional Appraisals and to request recalculations of the Appraisal Reduction Amounts.

Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no Not later than the first Distribution Date date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if which an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in the definition thereof. (c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or Foreclosed Property, as applicable, will be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisaloccurs, the Special Servicer shall be required to recalculate such have obtained (A) an Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationof the Mortgaged Property securing the related Mortgage Loan, a CCR Control Period may be reinstated. (g) In additionLoan Pair or A/B Mortgage Loan, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders Principal Balance of such Class will have Mortgage Loan, Loan Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief option of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practicesif such Principal Balance is less than or equal to $2,000,000, that there has been a change with respect to the Property designated by the Requesting Holders for either an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined internal valuation prepared by the Special Servicer in accordance with Accepted Servicing Practices (MAI standards or an Appraisal which in all cases shall be completed as of the date that such Mortgage Loan, Loan Pair or A/B Mortgage Loan becomes a Required Appraisal Loan; provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting if the Special Servicer to obtain had completed or obtained an additional Appraisal)Appraisal or internal valuation within the immediately prior 12 months, and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, unless such reliance would not be required to obtain in accordance with Accepted the Servicing Practices upon the occurrence of a material change at the Property or Standard; provided, further, that if the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in obtain an Appraisal of a Mortgaged Property after receipt of the notice described in clause (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since ii) of the date definition of Appraisal Event, such Appraisal will be obtained no later than 60 days after receipt of such Appraisal)notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, the Special Servicer an Appraisal shall not be permitted required so long as a guaranty or surety bond that is rated at least "BBB-" (or its equivalent) by a nationally recognized statistical rating organization, or debt service reserve or a letter of credit is available and has the ability to adjust downward pay off the appraised value then outstanding Principal Balance of the Property contained Mortgage Loan in full, except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests of the Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.62 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactionsor valuation, if not performed by the Special Servicer, shall be an expense of the Trust (and any related B Note) delivered and may be paid from REO Income or, to the Special extent collections from such related Mortgage Loan, B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the applicable Master Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) Special Servicer or by the Special Servicer pursuant to Section 4.2 in making an which event it shall be treated as a Servicing Advance. The applicable Master Servicer, based on the Appraisal Reduction Amount calculationor internal valuation provided to it by the Special Servicer, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during shall calculate any period that the Appraisal-Reduced Class is challenging the determination of Appraisal Reduction. The applicable Master Servicer shall calculate or recalculate the Appraisal Reduction Amount with a second Appraisal for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or otherwise presenting a new Appraisal as described above)internal valuations provided from time to time to it by the Special Servicer and report such amount to the Trustee. Notwithstanding the foregoing, the Holders terms of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative this Section 6.9 shall not be a Consenting Party, until applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such time, if any, as obligations with respect to such CCR Control Period is reinstatedMortgage Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

Appraisal Reductions. (a) The Promptly upon the occurrence of an Appraisal Reduction Event of which the Special Servicer shall: has knowledge, the Special Servicer shall notify the Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (and so long as no Control Termination Event is continuing, the Controlling Class Representative) (i) upon of the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, (A) order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal of the Property (unless an Appraisal appraisal of the Property was performed within 9 nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may appraisal shall be used by the Special Servicer); ) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final formappraisal or determination to use an existing Appraisal) (provided, that if so long as such new Appraisal was received less than five at least three (53) Business Days prior to such Distribution Date, Date (in which case it will shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable)) on the basis of the applicable AppraisalsAppraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a the Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense of the Trust. Updates of such Appraisals appraisals shall be obtained by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)exists, and any the Appraisal Reduction Amount shall be adjusted accordingly accordingly, and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period Termination Event or a CCR Consultation Termination Period Event is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the ServicerCertificate Administrator, the Trustee, the Certificate AdministratorOperating Advisor, the 17g-5 Information ProviderServicer and, any applicable Consenting Party and Consulting Party so long as no Control Termination Event is continuing, the Controlling Class Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes . The Holders of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in representing the definition thereof. (c) The Certificate Balance majority of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the any Class VRR of Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided that the Certificate Balance in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property is or Foreclosed Property, as applicable, will would be determined on an “as is” basis. (e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) to no Appraisal or updates of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall longer be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Appraised Out Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (” and such holdersHolders, the “Requesting Holders”) 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 Property an Appraisal Reduction Event has occurred. The Requesting Holders shall cause the Appraisal to be prepared on an “as is” basis by an Appraiser in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. 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 for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amount determination may not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as 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 will not be exercised by any the Class of Certificates, 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 Balance of any Appraised Out Class shall have the right, at their sole expense, to require the Special Servicer to order a second an additional Appraisal in respect of the Property in connection with the related if an Appraisal Reduction Event that has occurred and if an event has occurred at or with respect regard to the Mortgage LoanProperty that would have a material effect on its Appraised Value, and in connection therewith the Special Servicer shall use its reasonable best efforts to cause each ensure that such second Appraisal to be is delivered within 60 30 days from receipt of the Requesting such Holders’ written request and shall cause ensure that such second Appraisal to be is prepared on an “as is” basis by an Independent AppraiserAppraiser 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 Accepted Servicing Practices that no events at or with regard to the Property have occurred that would have a material effect on such Appraised Value of the Property. Upon receipt of each such second Appraisalan 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 Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationdetermine, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an whether, based on its assessment of such additional Appraisal and such change was materialAppraisal, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity any recalculation of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal)Reduction Amount is warranted and, and the Special Servicer if so warranted, shall recalculate the such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period the Appraised Out Class shall be reinstatedreinstated as the Controlling Class. In each caseThe Special Servicer shall promptly deliver notice to the Certificate Administrator of any such determination and recalculation in its monthly report, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website. Appraisals that are requested permitted to be presented by, or obtained by any Appraisal-Reduced 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 Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders Holder of an Appraisal-Reduced Appraised Out Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The Special Servicer shall: (i) Promptly upon the occurrence of an Appraisal Reduction Event, promptly the Special Servicer shall notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR and the Trustee (and so long as no Control Period and any CCR Consultation PeriodTermination Event is continuing, the Controlling Class Representative Representative) (i) of such the occurrence of an Appraisal Reduction Event; , (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, (A) order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal appraisals of the Property Properties (unless an Appraisal was appraisals of the Properties were performed within 9 nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property Properties since the date of such Appraisal (in which case, such Appraisal may appraisal shall be used by the Special Servicer); ) and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final formappraisal or determination to use an existing appraisal) (provided, that if so long as such new Appraisal appraisal was received less than five at least three (53) Business Days prior to such Distribution Date, Date (in which case it will shall determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicableappraisal)) on the basis of the applicable Appraisalsappraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount existsso, give reasonably prompt notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, and in such case, as an expense of the Trust. Updates of such Appraisals appraisals shall be obtained by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance)exists, and any the Appraisal Reduction Amount shall be adjusted accordingly accordingly, and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount Amounts shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period Termination Event or a CCR Consultation Termination Period Event is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, Certificate Administrator and the Trustee, the Certificate AdministratorServicer and, so long as no Control Termination Event is continuing, the 17g-5 Information ProviderControlling Class Representative, any applicable Consenting Party and Consulting Party in electronic format (which format is reasonably acceptable to the Certificate Administrator), and the Certificate Administrator shall make such Appraisal appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b). The Holders of Certificates representing the majority of the Certificate Balance of any Class of 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 Property 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 Appraiser in accordance with MAI standards, and the 17g-5 Information Provider Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing Practices. 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 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 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 Property if an Appraisal Reduction Event has occurred and if an event has occurred at or with regard to the related Property or Properties 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 Accepted Servicing Practices that no events at or with regard to the related Property or Properties have occurred that would have a material effect on such Appraised Value of the related Property or 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 Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special Servicer shall determine, in accordance with Accepted Servicing Practices, 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 Appraisal on notice to the 17g-5 Information ProviderCertificate Administrator’s Website. 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 Accepted Servicing Practices or this Agreement without regard to any appraisal requests made by any Holder of an Appraised Out Class. (b) While an Appraisal Reduction Amount exists with respect to the Trust Loanexists, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) ), and (ii) the existence thereof shall will be taken into account for purposes of determining (xa) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and or (yb) whether if a CCR Control Period Termination Event is or is not then in effect as provided in the definition thereofcontinuing. (c) The Certificate Balance of each Class class of the Principal Balance Sequential Pay Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and the Controlling Class and (y) whether a CCR Control Period Termination Event is or is not then in effectcontinuing on any Distribution Date) on any Distribution Date Date, to the extent of any the Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any The Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) for the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Trust Loan for any Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class F Certificates; second, to the Class E Certificates; third, to the Class D Certificates; fourth, to the Class C Certificates and fifth, to the Class B Certificates; (provided in each case that the no Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the any Class A CertificatesCertificate. (d) With In the event that a portion(s) of one or more Monthly Payment Advances with respect to any Appraisal used for purposes the Trust Loan was reduced as a result of determining an Appraisal Reduction AmountEvent, the appraised value amount of the Property or Foreclosed PropertyNet Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, as applicableand if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, will any remaining Net Liquidation Proceeds shall then be determined applied to pay any remaining accrued and unpaid interest on an “as is” basisthe Trust Loan in accordance with Section 1.3. (e) If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Properties, either (A) no Appraisal Appraisals or updates of an Appraisal the Appraisals have been obtained or conducted with respect to the Property Properties or Foreclosed PropertyProperties, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property Properties or Foreclosed PropertyProperties, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property Properties or Foreclosed PropertyProperties, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property the Properties or Foreclosed PropertyProperties, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a the new Appraisal is obtained for the Property or Foreclosed Property, as the case may beProperties, the appraised value of the Property or Foreclosed Property, as the case may be, Properties for purposes of determining the Appraisal Reduction Amount shall be deemed equal to equal 75% of the unpaid principal balance of appraised value set forth in the Mortgage Loan most recent Appraisal for the Properties or Foreclosed Properties, as the case may be (the “Assumed Appraised Value”) ), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to Servicer, the Property appraised value of the Properties or Foreclosed PropertyProperties, as the case may be, shall be based on such new Appraisal and the Appraisal Reduction Amount shall will be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan, Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, the terms of this Section 6.9 shall make such Appraisal available not be applicable to any Non-Restricted Privileged Persons pursuant to Section 8.14(b), and Serviced Mortgage Loan if the 17g-5 Information Provider applicable Non-Serviced Mortgage Loan Special Servicer shall post have performed such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists obligations with respect to such Mortgage Loan. The Master Servicer shall provide the Trust Loan, Special Servicer with information (ivia electronic delivery) the amount of in its possession that is required to calculate or recalculate any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in Appraisal Reduction pursuant to the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A EC Trust Certificates) and the REMIC III Principal Amount of each EC Trust REMIC III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the penultimate sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class or EC Trust REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce various Classes of Principal Balance Certificates (to not less other than zerothe EC Trust Certificates) and the Certificate Balance REMIC III Principal Amounts of the EC Trust REMIC III Regular Interests in the following order of priority: first, to the Class VRR J Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR InterestClass PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); eighth, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); ninth, to the Class A-S Certificates (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates and (iv) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates ceases to exist as of an Appraisal have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the any date of determination, then such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) applicable portion thereof shall no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall longer thereafter be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated applied in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account. foregoing two (f2) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Appraisal Reduction Amount sentences to notionally reduce the Aggregate Certificate Balance of such Classany Class of Principal Balance Certificates (other than the EC Trust Certificates) or the REMIC III Principal Amount of any EC Trust REMIC III Regular Interest, and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders (consistent with the foregoing) the Aggregate Certificate Balances of the majority (by Certificate Balance) applicable Classes of an Appraisal-Reduced Class (such holdersPrincipal Balance Certificates, the “Requesting Holders”) shall have Class A-S REMIC III Principal Amount (and correspondingly, the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect Aggregate Certificate Balance of the Property Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage LoanClass A-S REMIC III Regular Interest), and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the PropertyREMIC III Principal Amount (and correspondingly, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders Aggregate Certificate Balance of the Class B Certificates shall not exercise any rights and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) and the Class C REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Controlling Class solely applicable during a CCR Control Period, C Certificates and the Controlling Class Representative PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall not be notionally restored to the extent such Appraisal Reduction or portion thereof ceases to exist. Any Appraisal Reduction with respect to an A/B Whole Loan shall be allocated to notionally reduce the outstanding principal balance of the related B Note prior to any allocation to the related A Note. Any Appraisal Reduction with respect to a Consenting Party, until such time, if any, as such CCR Control Period is reinstatedLoan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance.

Appraisal Reductions. (a) The If an Appraisal Event occurs, the Special Servicer shall: shall obtain (iand shall use reasonable efforts to obtain within sixty (60) upon days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable best efforts to order within fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage Loan, Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal Reduction Event, promptly notify or internal valuation within the Servicerimmediately prior nine (9) months, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of Special Servicer may rely on such Appraisal Reduction Eventor internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal shall not be required with respect to any Mortgage Loan, and an Appraisal Reduction will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability to pay off the then Unpaid Principal Balance of the subject Mortgage Loan in full except to the extent that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the market or condition or value best interests of the Property since the date of Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of “market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so within thirty (in which case30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal may be used or valuation, if not performed by the Special Servicer); , shall be an expense of the Trust (and (iiiany related B Note) determine (no later than and may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan, B Note, Loan Pair or following either (x) Mortgaged Property does not cover the receipt expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the request of such Appraisal (the Special Servicer or by the Special Servicer pursuant to Section 4.2 in final form) (providedwhich event it shall be treated as a Servicing Advance. The Special Servicer, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) based on the basis of Appraisal or internal valuation prepared or obtained by the applicable Appraisals, Special Servicer and receipt of information reasonably requested by the Special Servicer from the Master Servicer in the Servicer’s possession and reasonably necessary pursuant to this Section 6.9, shall calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof and promptly report such amount to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Master Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, Controlling Class Representative (during any applicable Consenting Party Subordinate Control Period and Consulting Party in electronic format any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B Note and Loan Pair based on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount to the Master Servicer, the Trustee, the Certificate Administrator Administrator, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, the terms of this Section 6.9 shall make such Appraisal available not be applicable to any Non-Restricted Privileged Persons pursuant to Section 8.14(b), and Serviced Mortgage Loan if the 17g-5 Information Provider applicable Non-Serviced Mortgage Loan Special Servicer shall post have performed such Appraisal on the 17g-5 Information Provider’s Website. (b) While an Appraisal Reduction Amount exists obligations with respect to such Mortgage Loan. The Master Servicer shall provide the Trust Loan, Special Servicer with information (ivia electronic delivery) the amount of in its possession that is required to calculate or recalculate any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as provided in Appraisal Reduction pursuant to the definition thereof. , using reasonable efforts to deliver such information within four (c4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions. On each and every day following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A EC Trust Certificates) and the REMIC III Principal Amount of each EC Trust REMIC III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class or EC Trust REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely for purposes of determining (x) the identity of the Controlling Class, whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent expressly set forth hereincontemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of the related Classes and (yPrincipal Balance Certificates) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance respective Aggregate Certificate Balances of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce various Classes of Principal Balance Certificates (to not less other than zerothe EC Trust Certificates) and the Certificate Balance REMIC III Principal Amounts of the EC Trust REMIC III Regular Interests in the following order of priority: first, to the Class VRR H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR InterestClass PST Certificates, pro rata, based on the respective thenClass C Percentage Interest and the Class C-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution DatePST Percentage Interest, respectively, in the Non-Retained Percentage of any Appraisal Reduction Amount shall be applied Class C REMIC III Regular Interest); seventh, to notionally reduce the Certificate Balances of the Class B REMIC III Regular Interest (and correspondingly, to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); eighth, to the Class A-S REMIC III Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-SB Certificates, (iv) Class A-3 Certificates and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that the no Aggregate Certificate Balance in respect of any such Class may not be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. (d) With respect to any Appraisal used Reduction calculated for the purposes of determining an Appraisal Reduction Amountthe identity of the Controlling Class, the appraised value of the related Mortgaged Property or Foreclosed Property, as applicable, will shall be determined on an “as as-is” basis. (e) . If (i) all or any portion of an Appraisal Reduction Event has occurredceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (ii2) either sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates (other than the EC Trust Certificates) or the REMIC III Principal Amount of any EC Trust REMIC III Regular Interest, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-S REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest), the Class B REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) no and the Class C REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) shall be notionally restored to the extent such Appraisal Reduction or updates of an portion thereof ceases to exist. Any Appraisal have been obtained or conducted Reduction with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount an A/B Whole Loan shall be deemed allocated to equal 75% of notionally reduce the unpaid outstanding principal balance of the Mortgage Loan (related B Note prior to any allocation to the “Assumed Appraised Value”) , and (y) upon receipt or performance of the new related A Note. Any Appraisal by the Special Servicer Reduction with respect to the Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount a Loan Pair shall be recalculated in accordance with allocated between the definition of “Appraisal Reduction Amount” taking such Appraisal into account. (f) related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect Holders of the determination majority (based on Certificate Balance) of any Appraisal Reduction Amount. The determination by Class of Control Eligible Certificates the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the Aggregate Certificate Balance thereof is of which has been reduced to less than 25% of its the initial Aggregate Certificate Balance (taking into account the application thereof as a result of any an allocation of Appraisal Reduction Amount to notionally reduce the Certificate Balance Reductions in respect of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holdersClass, the an “Requesting HoldersAppraised-Out Class”) shall have the right, at their sole expense, to require present to the Special Servicer to order a second (2nd) Appraisal in respect of the Mortgaged Property in connection with securing any Required Appraisal Loan (such holders, the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the “Requesting Holders’ written request and shall cause such second Appraisal to be ”) prepared by an Independent AppraiserMAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of each such second (2nd) Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculationdetermine, a CCR Control Period may be reinstated. (g) In addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only 4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted the Servicing PracticesStandard, that there has been a change with respect to the Property designated by the Requesting Holders for an additional Appraisal and such change was materialwhether, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring since the date on its assessment of such second (2nd) Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value any recalculation of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the Class B Certificates to become an Appraisal-Reduced Class (h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.the