Common use of Appraisals and Appraisal Reduction Amounts Clause in Contracts

Appraisals and Appraisal Reduction Amounts. (i) Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period so long as the Lead Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Lead Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Lead Special Servicer shall use reasonable efforts to obtain an Appraisal, the costs of which shall be paid by the Lead Special Servicer as a Property Advance (or as an expense of the Lead Trust and paid by the Lead Special Servicer out of the collection account for the Lead Trust if such Property Advance would be a Nonrecoverable Advance). The Lead Master Servicer shall provide (via electronic delivery) the Lead Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount using reasonable efforts to deliver such information within four (4) Business Days of the Lead Special Servicer’s reasonable written request. None of the Lead Master Servicer, the Lead Trustee or the Lead Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Master Servicer Remittance Date (or, after the Lead Securitization Date, the “determination date” under the Lead Securitization Servicing Agreement) that is at least five (5) Business Days following the receipt of such Appraisal, the Lead Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably requested by the Lead Special Servicer from the Lead Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. With respect to the Mortgage Loan, if an Appraisal Reduction Event has occurred (unless the Mortgage Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Lead Special Servicer shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Lead Master Servicer or as an expense of the Trust Fund and paid by the Lead Master Servicer out of the collection account for the Lead Trust if such Property Advance would be a Nonrecoverable Advance), provided, however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Lead Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Lead Special Servicer shall determine and report to the Lead Master Servicer and the Lead Certificate Administrator the Appraisal Reduction Amount, if any, with respect to the Mortgage Loan, and each of those parties shall be entitled to rely conclusively on such determination by the Lead Special Servicer. The Lead Special Servicer shall deliver a copy of any such Appraisal or internal valuation to the Lead Master Servicer and the Lead Certificate Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Master Servicer Remittance Date (or, after the Lead Securitization Date, the next “distribution date” thereunder) to take into account any subsequent Appraisal and annual letter update, as of the date of each such subsequent Appraisal or letter update. (ii) If a Control Appraisal Period is in effect as a result of an Appraisal Reduction Amount, the Note B Holder shall have the right, at its sole expense, to require the Lead Special Servicer to order a second Appraisal of the Mortgaged Property (setting forth an Appraised Value). The Lead Special Servicer shall use its reasonable efforts to cause such Appraisal to be delivered within 30 days from receipt of the Note B Holder’s written request. Upon receipt of such second Appraisal, the Lead Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, the Lead Special Servicer shall recalculate such Appraisal Reduction Amount, based upon such second Appraisal and receipt of information reasonably requested by the Lead Special Servicer from the Lead Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount. The Lead Special Servicer shall promptly deliver notice to the Lead Certificate Administrator and the Lead Master Servicer of any such determination and recalculation of Appraisal Reduction Amount and the Lead Certificate Administrator shall promptly post such notice to the Lead Certificate Administrator’s Website. If required by any such recalculation, the Note B Holder shall be reinstated as the Controlling Noteholder. In addition, if a Control Appraisal Period is in effect, the Note B Holder shall have the right, at its sole expense, to require the Lead Special Servicer to order an additional Appraisal of the Mortgaged Property (setting forth an Appraised Value) if an event has occurred at or with regard to the related Mortgaged Property that would have a material effect on its appraised value. In such event, the Special Servicer shall use its reasonable efforts to cause such Appraisal to be delivered within 30 days from receipt of the Note B Holder’s written request; provided that the Lead Special Servicer shall not be required to obtain such Appraisal if it determines in accordance with the Servicing Standard that no events at or with regard to the Mortgaged Property have occurred that would have a material effect on the appraised value of the Mortgaged Property. Upon receipt of any such additional Appraisal, the Lead Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, the Lead Special Servicer shall recalculate such Appraisal Reduction Amount, based upon such additional Appraisal and receipt of information reasonably requested by the Lead Special Servicer from the Lead Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount. The Lead Special Servicer shall promptly deliver notice to the Lead Certificate Administrator and the Lead Master Servicer of any such determination and recalculation of Appraisal Reduction Amount and the Lead Certificate Administrator shall promptly post such notice to the Lead Certificate Administrator’s Website. If required by any such recalculation, the Note B Holder shall be reinstated as the Controlling Noteholder. The right of the Note B Holder to require the Lead Special Servicer to order an additional Appraisal as described in this paragraph shall be limited to no more frequently than once in any 9-month period. The Note B Holder, if requesting a second or additional Appraisal, may not exercise any direction, control, consent and/or similar rights of the Controlling Noteholder until such time, if any, as the Note B Holder is reinstated as the Controlling Noteholder and no Control Appraisal Period exists, and the rights of the Controlling Noteholder shall be exercised by the Person that then constitutes the Controlling Noteholder in accordance with the definition of “Controlling Noteholder”. Appraisals that are permitted to be obtained by the Lead Special Servicer at the request of the Note B Holder as described above shall be in addition to any appraisals or updated appraisals that the Lead Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by the Note B Holder.

Appraisals and Appraisal Reduction Amounts. (i) Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or a longer period so long as the Lead Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Lead Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Lead Special Servicer shall use reasonable efforts to obtain an Appraisal, the costs of which shall be paid by the Lead Special Servicer as a Property Advance (or as an expense of the Lead Trust and paid by the Lead Special Servicer out of the collection account for the Lead Trust if such Property Advance would be a Nonrecoverable Advance). The Lead Master Servicer shall provide (via electronic delivery) the Lead Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount using reasonable efforts to deliver such information within four (4) Business Days of the Lead Special Servicer’s reasonable written request. None of the Lead Master Servicer, the Lead Trustee or the Lead Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Master Servicer Remittance Date (or, after the Lead Securitization Date, the “determination date” under the Lead Securitization Servicing Agreement) that is at least five (5) Business Days following the receipt of such Appraisal, the Lead Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably requested by the Lead Special Servicer from the Lead Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. With respect to the Mortgage Loan, if an Appraisal Reduction Event has occurred (unless the Mortgage Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred during the preceding three months), the Lead Special Servicer shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Lead Master Servicer or as an expense of the Trust Fund and paid by the Lead Master Servicer out of the collection account for the Lead Trust if such Property Advance would be a Nonrecoverable Advance), provided, however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Lead Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Lead Special Servicer shall determine and report to the Lead Master Servicer and the Lead Certificate Administrator the Appraisal Reduction Amount, if any, with respect to the Mortgage Loan, and each of those parties shall be entitled to rely conclusively on such determination by the Lead Special Servicer. The Lead Special Servicer shall deliver a copy of any such Appraisal or internal valuation to the Lead Master Servicer and the Lead Certificate Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the next Master Servicer Remittance Date (or, after the Lead Securitization Date, the next “distribution date” thereunder) to take into account any subsequent Appraisal and annual letter update, as of the date of each such subsequent Appraisal or letter update. (ii) If a Control Appraisal Period is in effect as a result of an Appraisal Reduction Amount, the Note B Holder shall have the right, at its sole expense, to require the Lead Special Servicer to order a second Appraisal of the Mortgaged Property (setting forth an Appraised Value). The Lead Special Servicer shall use its reasonable efforts to cause such Appraisal to be delivered within 30 days from receipt of the Note B Holder’s written request. Upon receipt of such second Appraisal, the Lead Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, the Lead Special Servicer shall recalculate such Appraisal Reduction Amount, based upon such second Appraisal and receipt of information reasonably requested by the Lead Special Servicer from the Lead Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount. The Lead Special Servicer shall promptly deliver notice to the Lead Certificate Administrator and the Lead Master Servicer of any such determination and recalculation of Appraisal Reduction Amount and the Lead Certificate Administrator shall promptly post such notice to the Lead Certificate Administrator’s Website. If required by any such recalculation, the Note B Holder shall be reinstated as the Controlling Noteholder. In addition, if a Control Appraisal Period is in effect, the Note B Holder shall have the right, at its sole expense, to require the Lead Special Servicer to order an additional Appraisal of the Mortgaged Property (setting forth an Appraised Value) if an event has occurred at or with regard to the related Mortgaged Property that would have a material effect on its appraised value. In such event, the Special Servicer shall use its reasonable efforts to cause such Appraisal to be delivered within 30 days from receipt of the Note B Holder’s written request; provided that the Lead Special Servicer shall not be required to obtain such Appraisal if it determines in accordance with the Servicing Standard that no events at or with regard to the Mortgaged Property have occurred that would have a material effect on the appraised value of the Mortgaged Property. Upon receipt of any such additional Appraisal, the Lead Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the applicable Appraisal Reduction Amount is warranted and, if so warranted, the Lead Special Servicer shall recalculate such Appraisal Reduction Amount, based upon such additional Appraisal and receipt of information reasonably requested by the Lead Special Servicer from the Lead Master Servicer and reasonably required to calculate or recalculate the Appraisal Reduction Amount. The Lead Special Servicer shall promptly deliver notice to the Lead Certificate Administrator and the Lead Master Servicer of any such determination and recalculation of Appraisal Reduction Amount and the Lead Certificate Administrator shall promptly post such notice to the Lead Certificate Administrator’s Website. If required by any such recalculation, the Note B Holder shall be reinstated as the Controlling Noteholder. The right of the Note B Holder to require the Lead Special Servicer to order an additional Appraisal as described in this paragraph shall be limited to no more frequently than once in any 9-month period. The Note B Holder, if requesting a second or additional Appraisal, may not exercise any direction, control, consent and/or similar rights of the Controlling Noteholder until such time, if any, as the Note B Holder is reinstated as the Controlling Noteholder and no Control Appraisal Period exists, and the rights of the Controlling Noteholder shall be exercised by the Person that then constitutes the Controlling Noteholder in accordance with the definition of “Controlling Noteholder”. Appraisals that are permitted to be obtained by the Lead Special Servicer at the request of the Note B Holder as described above shall be in addition to any appraisals or updated appraisals that the Lead Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by the Note B Holder.electronic