Common use of Threshold Event Cures and Collateral Clause in Contracts

Threshold Event Cures and Collateral. The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following conditions (which conditions must be satisfied in full within thirty (30) days of receipt of a third party Appraisal ordered by the Lead Special Servicer that indicates such Control Appraisal Period has occurred (which such Appraisal the Lead Special Servicer will be required to deliver to the Note B Holder within two Business Days of receipt by the Lead Special Servicer of such third party Appraisal) together with the Lead Special Servicer’s calculation of the applicable Appraisal Reduction Amount): (i) the Note B Holder shall have delivered Threshold Event Collateral in the amount described in clause (ii) below, to the Lead Master Servicer, together with documentation acceptable to the Lead Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Lead Master Servicer on behalf of the Note A Holders in (a) cash collateral for the benefit of, and acceptable to, the Lead Master Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead Master Servicer (or, after the Lead Securitization Date, such party as provided under the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions issued by a bank or other financial institution (the “Threshold Collateral Issuer”) the long term unsecured debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar, “A” by Fitch and “A2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’s, in each case ignoring any of the foregoing ratings requirements with respect to any rating agency that is not one of the Rating Agencies (either (a) or (b), the “Threshold Event Collateral”), (ii) the Threshold Event Collateral shall be in an amount which, when added to 90% of the Appraised Value of the Mortgaged Property as determined pursuant to the Servicing Agreement and any Threshold Event Collateral then held by the Servicer, would cause the applicable Control Appraisal Period not to be in effect and (iii) the Note B Holder shall pay all costs and expenses incurred by any party to the Servicing Agreement associated with the delivery and/or pledge of such Threshold Event Collateral. So long as the conditions and requirements of this paragraph are satisfied by the Note B Holder (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to be in effect with respect to the Note B Holder. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must (i) have an initial term no shorter than six (6) months, (ii) contain an evergreen clause providing for automatic renewal for additional periods not less than six (6) months and (iii) provide that the Lead Master Servicer may draw upon such letter of credit if it is not renewed prior to the date that is 30 days prior to the expiration date of such letter of credit. The Note B Holder is required to provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Lead Master Servicer does not receive notice of such renewal at least 30 days prior to the expiration date of the letter of credit or if the Lead Master Servicer receives notice that the letter of credit will not be renewed, then the Lead Master Servicer shall promptly draw upon such letter of credit and the Lead Master Servicer shall hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuer of the letter of credit are downgraded below the required ratings set forth above; provided, however, that, if such Threshold Event Collateral is not so replaced, the Lead Master Servicer shall draw upon such letter of credit and hold proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) taking into consideration the value of all Threshold Event Collateral then held by the Lead Master Servicer, a Control Appraisal Period would be in effect (provided that, to the extent that a decrease in the Appraised Value of the Mortgaged Property or any REO Property arises from a subsequent Appraisal under this Agreement, the applicable Controlling Noteholder shall have 30 days from the Lead Special Servicer’s receipt of such subsequent Appraisal (and delivery to the Controlling Noteholder of the Special Servicer’s calculation of the Appraisal Reduction Amount) to deliver additional Threshold Event Collateral in an amount that, when added to 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately after the decrease, is not less than 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately before the decrease, it being acknowledged that such 30-day period shall not apply to other Threshold Event Collateral that may be necessary to be delivered in order to avoid a Control Appraisal Period); (ii) the occurrence of a Final Recovery Determination; or (iii) the return of the Threshold Event Collateral pursuant to the following sentence. If the Appraised Value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral then held by the Lead Master Servicer, any or such portion of Threshold Event Collateral held by the Lead Master Servicer shall promptly be returned to the Note B Holder (at its sole direction and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, the Lead Master Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with Section 3(b) or 3(c), as applicable. Upon the delivery of such Threshold Event Collateral and satisfaction of the other conditions set forth above, the Note B Holder, unless it then constitutes a Borrower Party, shall be reinstated as the Controlling Noteholder and entitled to exercise all of the rights of the Controlling Noteholder hereunder; provided, however, that such posting of such collateral and such satisfaction of conditions shall not prevent the Note B Holder from losing its status as the Controlling Noteholder again as a result of the operation of the definition of Control Appraisal Period from time to time (subject to the Controlling Noteholder’s right to again deliver Threshold Event Collateral on the same terms and conditions as those set forth above). Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the Note B Holder, which shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction thereto, shall be considered in determining the sufficiency of such Threshold Event Collateral to cure a Control Appraisal Period. For the avoidance of doubt, if a Control Appraisal Period commences following the Lead Special Servicer’s receipt of an Appraisal under this Agreement and the Note B Holder does not exercise its right to effect a Threshold Event Cure (or the Note B Holder exercises such right and thereafter ceases to maintain such Threshold Event Cure) in accordance with the provisions set forth above, then the receipt of a subsequent Appraisal after the expiration of the period afforded to the Note B Holder to effect such Threshold Event Cure (or after the Note B Holder ceases to maintain such Threshold Event Cure) shall not revive such right, or establish a new right, to effect such Threshold Event Cure. Notwithstanding the foregoing, the rights and duties of the Lead Master Servicer set forth above may be exercised or performed in whole or in part by the Lead Certificate Administrator or the Lead Trustee if so provided in the Servicing Agreement.

Threshold Event Cures and Collateral. The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following conditions (which conditions must be satisfied in full within thirty (30) days of receipt of a third party Appraisal ordered by the Lead Special Servicer that indicates such Control Appraisal Period has occurred (which such Appraisal the Lead Special Servicer will be required to deliver to the Note B Holder within two Business Days of receipt by the Lead Special Servicer of such third party Appraisal) together with the Lead Special Servicer’s calculation of the applicable Appraisal Reduction Amount): (i) the Note B Holder shall have delivered Threshold Event Collateral in the amount described in clause (ii) below, to the Lead Master Servicer, together with documentation acceptable to the Lead Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Lead Master Servicer on behalf of the Note A Holders in (a) cash collateral for the benefit of, and acceptable to, the Lead Master Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead Master Servicer (or, after the Lead Securitization Date, such party as provided under the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions issued by a bank or other financial institution (the “Threshold Collateral Issuer”) the long term unsecured debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar, “A” by Fitch and “A2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’s, in each case ignoring any of the foregoing ratings requirements with respect to any rating agency that is not one of the Rating Agencies (either (a) or (b), the “Threshold Event Collateral”), (ii) the Threshold Event Collateral shall be in an amount which, when added to 90% of the Appraised Value of the Mortgaged Property as determined pursuant to the Servicing Agreement and any Threshold Event Collateral then held by the Servicer, would cause the applicable Control Appraisal Period not to be in effect and (iii) the Note B Holder shall pay all costs and expenses incurred by any party to the Servicing Agreement associated with the delivery and/or pledge of such Threshold Event Collateral. So long as the conditions and requirements of this paragraph are satisfied by the Note B Holder (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to be in effect with respect to the Note B Holder. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must (i) have an initial term no shorter than six (6) months, (ii) contain an evergreen clause providing for automatic renewal for additional periods not less than six (6) months and (iii) provide that the Lead Master Servicer may draw upon such letter of credit if it is not renewed prior to the date that is 30 days prior to the expiration date of such letter of credit. The Note B Holder is required to provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Lead Master Servicer does not receive notice of such renewal at least 30 days prior to the expiration date of the letter of credit or if the Lead Master Servicer receives notice that the letter of credit will not be renewed, then the Lead Master Servicer shall promptly draw upon such letter of credit and the Lead Master Servicer shall hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuer of the letter of credit are downgraded below the required ratings set forth above; provided, however, that, if such Threshold Event Collateral is not so replaced, the Lead Master Servicer shall draw upon such letter of credit and hold proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) taking into consideration the value of all Threshold Event Collateral then held by the Lead Master Servicer, a Control Appraisal Period would be in effect (provided that, to the extent that a decrease in the Appraised Value of the Mortgaged Property or any REO Property arises from a subsequent Appraisal under this Agreement, the applicable Controlling Noteholder shall have 30 days from the Lead Special Servicer’s receipt of such subsequent Appraisal (and delivery to the Controlling Noteholder of the Special Servicer’s calculation of the Appraisal Reduction Amount) to deliver additional Threshold Event Collateral in an amount that, when added to 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately after the decrease, is not less than 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately before the decrease, it being acknowledged that such 30-day period shall not apply to other Threshold Event Collateral that may be necessary to be delivered in order to avoid a Control Appraisal Period); (ii) the occurrence of a Final Recovery Determination; or (iii) the return of the Threshold Event Collateral pursuant to the following sentence. If the Appraised Value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral then held by the Lead Master Servicer, any or such portion of Threshold Event Collateral held by the Lead Master Servicer shall promptly be returned to the Note B Holder (at its sole direction and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, the Lead Master Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with Section 3(b) or 3(c), as applicable. Upon the delivery of such Threshold Event Collateral and satisfaction of the other conditions set forth above, the Note B Holder, unless it then constitutes a Borrower Party, shall be reinstated as the Controlling Noteholder and entitled to exercise all of the rights of the Controlling Noteholder hereunder; provided, however, that such posting of such collateral and such satisfaction of conditions shall not prevent the Note B Holder from losing its status as the Controlling Noteholder again as a result of the operation of the definition of Control Appraisal Period from time to time (subject to the Controlling Noteholder’s right to again deliver Threshold Event Collateral on the same terms and conditions as those set forth above). Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the 72 REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the Note B Holder, which shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction thereto, shall be considered in determining the sufficiency of such Threshold Event Collateral to cure a Control Appraisal Period. For the avoidance of doubt, if a Control Appraisal Period commences following the Lead Special Servicer’s receipt of an Appraisal under this Agreement and the Note B Holder does not exercise its right to effect a Threshold Event Cure (or the Note B Holder exercises such right and thereafter ceases to maintain such Threshold Event Cure) in accordance with the provisions set forth above, then the receipt of a subsequent Appraisal after the expiration of the period afforded to the Note B Holder to effect such Threshold Event Cure (or after the Note B Holder ceases to maintain such Threshold Event Cure) shall not revive such right, or establish a new right, to effect such Threshold Event Cure. Notwithstanding the foregoing, the rights and duties of the Lead Master Servicer set forth above may be exercised or performed in whole or in part by the Lead Certificate Administrator or the Lead Trustee if so provided in the Servicing Agreement.

Threshold Event Cures and Collateral. The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following conditions (which conditions must be satisfied in full within thirty (30) days of receipt of a third party Appraisal ordered by the Lead Special Servicer that indicates such Control Appraisal Period has occurred (which such Appraisal the Lead Special Servicer will be required to deliver to the Note B Holder within two Business Days of receipt by the Lead Special Servicer of such third party Appraisal) together with the Lead Special Servicer’s calculation of the applicable Appraisal Reduction Amount): (i) the Note B Holder shall have delivered Threshold Event Collateral in the amount described in clause (ii) below, to the Lead Master Servicer, together with documentation acceptable to the Lead Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Lead Master Servicer on behalf of the Note A Holders in (a) cash collateral for the benefit of, and acceptable to, the Lead Master Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead Master Servicer (or, after the Lead Securitization Date, such party as provided under the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions issued by a bank or other financial institution (the “Threshold Collateral Issuer”) the long term unsecured debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar, “A” by Fitch and “A2” by Moody’s Xxxxx’x or the short term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’sXxxxx’x, in each case ignoring any of the foregoing ratings requirements with respect to any rating agency that is not one of the Rating Agencies (either (a) or (b), the “Threshold Event Collateral”), (ii) the Threshold Event Collateral shall be in an amount which, when added to 90% of the Appraised Value of the Mortgaged Property as determined pursuant to the Servicing Agreement and any Threshold Event Collateral then held by the Servicer, would cause the applicable Control Appraisal Period not to be in effect and (iii) the Note B Holder shall pay all costs and expenses incurred by any party to the Servicing Agreement associated with the delivery and/or pledge of such Threshold Event Collateral. So long as the conditions and requirements of this paragraph are satisfied by the Note B Holder (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to be in effect with respect to the Note B Holder. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must (i) have an initial term no shorter than six (6) months, (ii) contain an evergreen clause providing for automatic renewal for additional periods not less than six (6) months and (iii) provide that the Lead Master Servicer may draw upon such letter of credit if it is not renewed prior to the date that is 30 days prior to the expiration date of such letter of credit. The Note B Holder is required to provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Lead Master Servicer does not receive notice of such renewal at least 30 days prior to the expiration date of the letter of credit or if the Lead Master Servicer receives notice that the letter of credit will not be renewed, then the Lead Master Servicer shall promptly draw upon such letter of credit and the Lead Master Servicer shall hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuer of the letter of credit are downgraded below the required ratings set forth above; provided, however, that, if such Threshold Event Collateral is not so replaced, the Lead Master Servicer shall draw upon such letter of credit and hold proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) taking into consideration the value of all Threshold Event Collateral then held by the Lead Master Servicer, a Control Appraisal Period would be in effect (provided that, to the extent that a decrease in the Appraised Value of the Mortgaged Property or any REO Property arises from a subsequent Appraisal under this Agreement, the applicable Controlling Noteholder shall have 30 days from the Lead Special Servicer’s receipt of such subsequent Appraisal (and delivery to the Controlling Noteholder of the Special Servicer’s calculation of the Appraisal Reduction Amount) to deliver additional Threshold Event Collateral in an amount that, when added to 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately after the decrease, is not less than 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately before the decrease, it being acknowledged that such 30-day period shall not apply to other Threshold Event Collateral that may be necessary to be delivered in order to avoid a Control Appraisal Period); (ii) the occurrence of a Final Recovery Determination; or (iii) the return of the Threshold Event Collateral pursuant to the following sentence. If the Appraised Value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral then held by the Lead Master Servicer, any or such portion of Threshold Event Collateral held by the Lead Master Servicer shall promptly be returned to the Note B Holder (at its sole direction and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, the Lead Master Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with Section 3(b) or 3(c), as applicable. Upon the delivery of such Threshold Event Collateral and satisfaction of the other conditions set forth above, the Note B Holder, unless it then constitutes a Borrower Party, shall be reinstated as the Controlling Noteholder and entitled to exercise all of the rights of the Controlling Noteholder hereunder; provided, however, that such posting of such collateral and such satisfaction of conditions shall not prevent the Note B Holder from losing its status as the Controlling Noteholder again as a result of the operation of the definition of Control Appraisal Period from time to time (subject to the Controlling Noteholder’s right to again deliver Threshold Event Collateral on the same terms and conditions as those set forth above). Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the Note B Holder, which shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction thereto, shall be considered in determining the sufficiency of such Threshold Event Collateral to cure a Control Appraisal Period. For the avoidance of doubt, if a Control Appraisal Period commences following the Lead Special Servicer’s receipt of an Appraisal under this Agreement and the Note B Holder does not exercise its right to effect a Threshold Event Cure (or the Note B Holder exercises such right and thereafter ceases to maintain such Threshold Event Cure) in accordance with the provisions set forth above, then the receipt of a subsequent Appraisal after the expiration of the period afforded to the Note B Holder to effect such Threshold Event Cure (or after the Note B Holder ceases to maintain such Threshold Event Cure) shall not revive such right, or establish a new right, to effect such Threshold Event Cure. Notwithstanding the foregoing, the rights and duties of the Lead Master Servicer set forth above may be exercised or performed in whole or in part by the Lead Certificate Administrator or the Lead Trustee if so provided in the Servicing Agreement.

Threshold Event Cures and Collateral. The Note B Holder shall be entitled to avoid a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following conditions (which conditions must be satisfied in full within thirty (30) days of receipt of a third party Appraisal ordered by the Lead Special Servicer that indicates such Control Appraisal Period has occurred (which such Appraisal the Lead Special Servicer will be required to deliver to the Note B Holder within two Business Days of receipt by the Lead Special Servicer of such third party Appraisal) together with the Lead Special Servicer’s calculation of the applicable Appraisal Reduction Amount): (i) the Note B Holder shall have delivered Threshold Event Collateral in the amount described in clause (ii) below, to the Lead Master Servicer, together with documentation acceptable to the Lead Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Lead Master Servicer on behalf of the Note A Holders in (a) cash collateral for the benefit of, and acceptable to, the Lead Master Servicer or (b) an unconditional and irrevocable standby letter of credit with the Lead Master Servicer (or, after the Lead Securitization Date, such party as provided under the Servicing Agreement) as the beneficiary, issued by a bank or other financial institutions issued by a bank or other financial institution (the “Threshold Collateral Issuer”) the long term unsecured debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar, “A” by Fitch and “A2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’s, in each case ignoring any of the foregoing ratings requirements with respect to any rating agency that is not one of the Rating Agencies (either (a) or (b), the “Threshold Event Collateral”), (ii) the Threshold Event Collateral shall be in an amount which, when added to 90% of the Appraised Value of the Mortgaged Property as determined pursuant to the Servicing Agreement and any Threshold Event Collateral then held by the Servicer, would cause the applicable Control Appraisal Period not to be in effect and (iii) the Note B Holder shall pay all costs and expenses incurred by any party to the Servicing Agreement associated with the delivery and/or pledge of such Threshold Event Collateral. So long as the conditions and requirements of this paragraph are satisfied by the Note B Holder (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to be in effect with respect to the Note B Holder. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must (i) have an initial term no shorter than six (6) months, (ii) contain an evergreen clause providing for automatic renewal for additional periods not less than six (6) months and (iii) provide that the Lead Master Servicer may draw upon such letter of credit if it is not renewed prior to the date that is 30 days prior to the expiration date of such letter of credit. The Note B Holder is required to provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Lead Master Servicer does not receive notice of such renewal at least 30 days prior to the expiration date of the letter of credit or if the Lead Master Servicer receives notice that the letter of credit will not be renewed, then the Lead Master Servicer shall promptly draw upon such letter of credit and the Lead Master Servicer shall hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the Note B Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the issuer of the letter of credit are downgraded below the required ratings set forth above; provided, however, that, if such Threshold Event Collateral is not so replaced, the Lead Master Servicer shall draw upon such letter of credit and hold proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) taking into consideration the value of all Threshold Event Collateral then held by the Lead Master Servicer, a Control Appraisal Period would be in effect (provided that, to the extent that a decrease in the Appraised Value of the Mortgaged Property or any REO Property arises from a subsequent Appraisal under this Agreement, the applicable Controlling Noteholder shall have 30 days from the Lead Special Servicer’s receipt of such subsequent Appraisal (and delivery to the Controlling Noteholder of the Special Servicer’s calculation of the Appraisal Reduction Amount) to deliver additional Threshold Event Collateral in an amount that, when added to 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately after the decrease, is not less than 90% of the Appraised Value of the Mortgaged Property or any REO Property immediately before the decrease, it being acknowledged that such 30-day period shall not apply to other Threshold Event Collateral that may be necessary to be delivered in order to avoid a Control Appraisal Period); (ii) the occurrence of a Final Recovery Determination; or (iii) the return of the Threshold Event Collateral pursuant to the following sentence. If the Appraised Value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral then held by the Lead Master Servicer, any or such portion of Threshold Event Collateral held by the Lead Master Servicer shall promptly be returned to the Note B Holder (at its sole direction and expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, the Lead Master Servicer shall transfer any related Threshold Event Collateral held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral) to the Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and applied in accordance with Section 3(b) or 3(c), as applicable. Upon the delivery of such Threshold Event Collateral and satisfaction of the other conditions set forth above, the Note B Holder, unless it then constitutes a Borrower Party, shall be reinstated as the Controlling Noteholder and entitled to exercise all of the rights of the Controlling Noteholder hereunder; provided, however, that such posting of such collateral and such satisfaction of conditions shall not prevent the Note B Holder from losing its status as the Controlling Noteholder again as a result of the operation of the definition of Control Appraisal Period from time to time (subject to the Controlling Noteholder’s right to again deliver Threshold Event Collateral on the same terms and conditions as those set forth above). Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the Note B Holder, which shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction thereto, shall be considered in determining the sufficiency of such Threshold Event Collateral to cure a Control Appraisal Period. For the avoidance of doubt, if a Control Appraisal Period commences following the Lead Special Servicer’s receipt of an Appraisal under this Agreement and the Note B Holder does not exercise its right to effect a Threshold Event Cure (or the Note B Holder exercises such right and thereafter ceases to maintain such Threshold Event Cure) in accordance with the provisions set forth above, then the receipt of a subsequent Appraisal after the expiration of the period afforded to the Note B Holder to effect such Threshold Event Cure (or after the Note B Holder ceases to maintain such 73 Threshold Event Cure) shall not revive such right, or establish a new right, to effect such Threshold Event Cure. Notwithstanding the foregoing, the rights and duties of the Lead Master Servicer set forth above may be exercised or performed in whole or in part by the Lead Certificate Administrator or the Lead Trustee if so provided in the Servicing Agreement.