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.

Appears in 10 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

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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.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

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 109 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.. 110

Appears in 7 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C10), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9)

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). 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” and such Holders, 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 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 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 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 in its monthly report, 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.

Appears in 6 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

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 or internal valuation will be obtained or prepared, as the case may be used by the Special Servicer); and (iii) determine (be, no later than the first Distribution Date on or following either (x) the 60 days after receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior notice. With respect 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 each Mortgage Loan that is part of an Other Securitization Trustcross-collateralized with any other Mortgage Loan, the master servicer, special servicer and trustee Appraisal or internal valuation need only be performed with respect to such Other Securitization Trust) and Mortgaged Properties that constitute the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by principal security for 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 individual Mortgage Loan to which 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)occurs, 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 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 valuation shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (conducted in accordance with the relative principal balance definition 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 ("market value" as set forth 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 Website12 C.F.R. ss.

Appears in 5 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Agreement (Morgan Stanley Capital I Trust 2005 IQ10)

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.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

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 Loan Pair, if the Principal Balance of such Mortgage Loan or Loan Pair 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust Series 2004-Top15), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)

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 Loan Pair, if the Principal Balance of such Mortgage Loan or Loan Pair 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. ss.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)

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 ProviderControlling Class Representative (during any Subordinate Control Period and 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, 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 not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Mortgage Loan. 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 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 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 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 applicable Consenting Party 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 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates (other than the EC Trust Certificates) and the REMIC III Principal Amounts of the EC Trust REMIC III Regular Interests 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 REMIC III Regular Interest (and correspondingly, to 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); seventh, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant to Section 8.14(bS 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 17g-5 Information Provider 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 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 post 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on the 17g-5 Information Provider’s Websitea pro rata basis by Unpaid Principal Balance.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

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. 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, during a Controlling Class Control Period, 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 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 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 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.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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 applicable Consenting Party 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 EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the EX XXXXX III Regular Interests 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 (and correspondingly, to 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); seventh, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant 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) 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 Section 8.14(b)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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, and the 17g-5 Information Provider Special Servicer shall post 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 in respect of such Loan Pair promptly following its receipt from the Special Servicer of the calculation or recalculation thereof. The Holders of the majority (based on Certificate Balance) of any Class of Control Eligible Certificates the 17g-5 Information Provider’s Website.Aggregate Certificate Balance of which has been reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (other than any Non-Serviced Mortgage Loan) (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of such second (2nd) Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such 209

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage 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 (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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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, 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 applicable Consenting Party 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, EX XXXXX III Regular Interest or Swap REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates, the EX XXXXX III Regular Interests and the Swap REMIC 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 (and correspondingly, to 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); eighth, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) 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) 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 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. 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 the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following the calculation or recalculation thereof. With respect to any Non-Restricted Privileged Persons pursuant Serviced Mortgage Loan, the Master Servicer shall, promptly following the Closing Date, request that the related Non-Serviced Mortgage Loan Master Servicer deliver to Section 8.14(b)the Master Servicer prompt notice of any Appraisal Reduction in respect of such Non-Serviced Mortgage Loan. The Holders of the majority (based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance of which has been reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (other than any Non-Serviced Mortgage Loan) (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser on an “as-is” basis and acceptable to the 17g-5 Information Provider Special Servicer in accordance with the Servicing Standard. Upon receipt of such second (2nd) Appraisal, the Special Servicer shall post 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 on the 17g-5 Information Provider’s Website.Reduction based upon such second

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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, 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 applicable Consenting Party 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 EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the 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 (and correspondingly, to 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); eighth, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant 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) 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 Section 8.14(b)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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, and the 17g-5 Information Provider Special Servicer shall post 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 on Reduction in respect of such Loan Pair promptly following its receipt from the 17g-5 Information Provider’s WebsiteSpecial Servicer of the calculation or recalculation thereof.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

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. The Special Servicer shall promptly notify the Servicer 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) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount, which notification may be satisfied by providing such information in the CREFC® Appraisal Reduction Template or the CREFC® Loan Periodic Update File included in the CREFC® Reports delivered pursuant to Section 3.18(a), and the Certificate Administrator shall promptly post notice of the determination or redetermination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal Reduction Template or CREFC® Loan Periodic Update File, as applicable, on the Certificate Administrator’s Website.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

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 ProviderControlling Class Representative (during any Subordinate Control Period and 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, 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 not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Mortgage Loan. The Master Servicer shall provide via electronic delivery the Special Servicer with information in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to the definition thereof 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, 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 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. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 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 no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal Reduction or applicable Consenting Party portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, and Consulting Party in electronic format (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates shall 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 Loan Pair shall be allocated between the related Mortgage Loan 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 related Serviced Companion Loan on the 17g-5 Information Provider’s Websitea pro rata basis by Unpaid Principal Balance.

Appears in 3 contracts

Samples: Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)

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).

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

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 211 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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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 applicable Consenting Party 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 XX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely for purposes of determining the identity 212 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the XX XXXXX III Regular Interests 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 (and correspondingly, to 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); seventh, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant 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) 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 Section 8.14(b)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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, and the 17g-5 Information Provider Special Servicer shall post 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 on Reduction in respect of such Loan Pair promptly following its receipt from the 17g-5 Information Provider’s WebsiteSpecial Servicer of the calculation or recalculation thereof.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

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 or internal valuation will be obtained or prepared, as the case may be used by the Special Servicer); and (iii) determine (be, no later than the first Distribution Date on or following either (x) the 60 days after receipt of such Appraisal (in final form) (providednotice. With respect to each Mortgage Loan or Serviced Loan Group that is cross-collateralized with any other Mortgage Loan or Serviced Loan Group, 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 or internal valuation need only be performed with respect to such Other Securitization Trust) and Mortgaged Properties that constitute the Certificate Administrator. The cost of obtaining any such Appraisal (principal security for the individual Mortgage Loan 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 Serviced Loan Group to which 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)occurs, 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 not with respect to all of the Mortgaged Properties that constitute security for the individual Mortgage Loan or Serviced Loan Group in the cross-collateralized group. Such Appraisal or valuation shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (conducted in accordance with the relative principal balance definition 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 ("market value" as set forth 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 Website12 C.F.R. ss.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. ss.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)

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 pursuant to Section 8.14(bServiced 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 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website.Trust 204

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in 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.best

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage SecuritiesTrust 2006-Top22)

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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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 applicable Consenting Party 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 EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the Certificate Administrator shall make such Appraisal available EX XXXXX III Regular Interests in the following order of priority: first, to Non-Restricted Privileged Persons pursuant the Class H Certificates; second, to Section 8.14(b)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 17g-5 Information Provider shall post such Appraisal Class PST Certificates, pro rata, based on the 17g-5 Information Provider’s Website.Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest); seventh, to 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, 205

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

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, Loan Pair or A/B Mortgage, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B Mortgage 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 HQ5), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 HQ5), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 HQ5)

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 WebsiteWebsite 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 in respect of the Mortgage Loan will be allocated first to the Trust B Notes, up to the full outstanding principal balance thereof, and then to the 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 the Trust Notes for any Distribution 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 (provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

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 Holders of the Privately Offered Certificates within 15 days of receipt by the Trustee of such Appraisal on or internal valuation from the 17g-5 Information Provider’s WebsiteMaster Servicer.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Com Mort Ps THR Cer Se 1998-Cf1), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

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 WebsiteWebsite 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 in respect of the Mortgage Loan will be allocated first to the Trust B Notes, up to the full outstanding principal balance thereof, and then to the 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 the Trust Notes for any Distribution 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 no Certificate Balance in respect of any such Class may be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

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 (or Serviced Loan Group) 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 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 or internal valuation will be obtained or prepared, as the case may be used by the Special Servicer); and (iii) determine (be, no later than the first Distribution Date on or following either (x) the 60 days after receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior notice. With respect 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 each Mortgage Loan that is part of an Other Securitization Trustcross-collateralized with any other Mortgage Loan, the master servicer, special servicer and trustee Appraisal or internal valuation need only be performed with respect to such Other Securitization Trust) and Mortgaged Properties that constitute the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by principal security for 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 individual Mortgage Loan to which 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)occurs, 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 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 valuation shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (conducted in accordance with the relative principal balance definition 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 ("market value" as set forth 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 Website12 C.F.R. ss.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

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 ProviderControlling Class Representative (during any Subordinate Control Period and 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, 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 not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Mortgage Loan. 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 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 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 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 applicable Consenting Party 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 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates (other than the EC Trust Certificates) and the REMIC III Principal Amounts of the EC Trust REMIC 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 (and correspondingly, to 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); eighth, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant to Section 8.14(bS 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 17g-5 Information Provider 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 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 post 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on the 17g-5 Information Provider’s Websitea pro rata basis by Unpaid Principal Balance.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

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 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 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 105 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) ), the Operating Advisor 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 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 Operating Advisor, 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. The Special Servicer shall promptly notify the Servicer 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 any Appraisal Reduction Amount, which notification may be satisfied by providing such information in the CREFC® Appraisal Reduction Template or the CREFC® Loan Periodic Update File included in the CREFC® Reports delivered pursuant to Section 3.18(a), and the Certificate Administrator shall promptly post notice of the determination or redetermination of any such Appraisal Reduction Amount including such CREFC® Appraisal Reduction Template or CREFC® Loan Periodic Update File, as applicable, on the Certificate Administrator’s Website.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

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; , (iiii)(A) within 30 days after the occurrence of such Appraisal Reduction Event, order, order and (B) use efforts consistent with Accepted Servicing Practices, Practices to obtain an independent Appraisal 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 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 the Class E Certificates whose aggregate Certificate balance is notionally reduced to less than 25% of the initial Certificate Balance of that Class of Certificates (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 the 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 not be exercised by any 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 3.7 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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

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 ProviderControlling Class Representative (during any Subordinate Control Period and 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, 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 not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Mortgage Loan. The Master Servicer shall provide via electronic delivery the Special Servicer with information in its possession that is required to calculate or recalculate any Appraisal Reduction pursuant to the definition thereof 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 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-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 applicable Consenting Party 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 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates (other than the Class 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 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); eighth, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates (other than the Class A-Restricted Privileged Persons pursuant to Section 8.14(bS, Class B, Class PST and Class C Certificates), the Class A-S REMIC III Principal Amount, the Class B REMIC III Principal Amount or the Class C REMIC III Principal Amount, 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 17g-5 Information Provider 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) 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 post 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on the 17g-5 Information Provider’s Websitea pro rata basis by Unpaid Principal Balance.

Appears in 2 contracts

Samples: Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

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 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 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 Whole Loan 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 Note B-2, up to the full outstanding principal balance thereof, then, to Note B-1, up to the full outstanding principal balance thereof, then, 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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)

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 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 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 Whole Loan 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 Non-Trust B-2 Note, up to the full outstanding principal balance thereof, then, to the Non-Trust B-1-B Note, up to the full outstanding principal balance thereof, then, to the Non-Trust B-1-A Note, up to the full outstanding principal balance thereof, then, 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 Note, on a pro rata and pari passu basis, based on their respective outstanding principal balances.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C7)

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 Loan Pair, if the Principal Balance of such Mortgage Loan or Loan Pair 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition of such Senior Notes"market value" as set forth in 12 C.F.R. (Section). 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10), Pooling and Servicing Agreement (Bear Stearns Commercial Mort Sec Tru 2003-Top12)

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 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 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 Whole Loan 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 Note B, up to the full outstanding principal balance thereof, then, 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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4), Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

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. 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). 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 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 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 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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee annually. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq7), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Top25)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the Trust (and any related B Note) and may be paid from REO Income or, to the 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 Appraisals, and receipt Master Servicer at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The applicable Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The applicable Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq6), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq6)

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 ProviderControlling Class Representative (during any Subordinate Control Period and 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, 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 not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Mortgage Loan. 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 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 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 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 applicable Consenting Party 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 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates (other than the EC Trust Certificates) and the REMIC III Principal Amounts of the EC Trust REMIC III Regular Interests 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 REMIC III Regular Interest (and correspondingly, to 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); seventh, to 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 Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant to Section 8.14(bS 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 17g-5 Information Provider 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 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 post 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Holders of the 17g-5 Information Provider’s Website.majority (based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance of which has been reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of such second (2nd) Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second (2nd) Appraisal, any recalculation of the

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

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 204 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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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 applicable Consenting Party 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 XX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the XX 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 Certificates (and correspondingly, to 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); eighth, to 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 and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant 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) 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 Section 8.14(b)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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, and the 17g-5 Information Provider Special Servicer shall post 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 on Reduction in respect of such Loan Pair promptly following its receipt from the 17g-5 Information Provider’s WebsiteSpecial Servicer of the calculation or recalculation thereof.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

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 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 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 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 Whole Loan 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 Notes, up to the full outstanding principal balance thereof, and then, to the Trust A Notes and the Non-Trust A Notes, on a pro rata and pari passu basis, based on their respective outstanding principal balances.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)

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.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Appraisal Reductions. If an Appraisal Event occurs, the Special Servicer shall obtain (aand shall use reasonable efforts to obtain within sixty (60) 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 or internal valuation within the immediately prior nine (9) 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 the Special Servicer is 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 best interests of the Certificateholders. The Special Servicer shall: 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 (i30) upon days of each annual anniversary of the occurrence related Appraisal Event, to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by the Special Servicer, shall be an expense of the Trust (and any related B Note) and may be paid from REO Income or, to the 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 at the request of the Special Servicer or by the Special Servicer pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Special Servicer, based on the Appraisal or internal valuation prepared or obtained by the Special Servicer, shall calculate any Appraisal Reduction Event, and promptly notify report such amount to the Master Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation PeriodAdministrator, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (iiduring any Subordinate Control Period and any Collective Consultation Period) within 30 days after and 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 Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction Event for any Mortgage Loan, B Note and the Special Servicer is not aware of any material change in the market Loan Pair based on updated Appraisals or condition internal valuations prepared 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 obtained from time 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 time 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 report such amount to the Master Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization TrustCertificate Administrator, the master servicerControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor annually. Notwithstanding the foregoing, special servicer and trustee the terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special Servicer shall have performed such obligations with respect to such Other Securitization TrustMortgage Loan. 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 Certificate Administratorpenultimate sentence of the definition of “Appraisal Reduction” (other than the proviso contained in such sentence)) allocable to such Class. The cost aggregate Appraisal Reduction as of obtaining any date of determination shall be applied (solely 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 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-J 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 no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal (or updated Appraisal) Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall be paid by the Servicer as a Property Protection Advance determined on an “as-is” basis. If all or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense any portion 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 ceases to exist as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that of any date of determination, then such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount or applicable portion thereof shall no longer thereafter be adjusted accordingly and, if required applied in accordance with the foregoing two (2) sentences to notionally reduce the Aggregate Certificate Balance of any such adjustment, each Class of Principal Balance Certificates, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates shall 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 Loan Pair shall be allocated between the related Mortgage Loan and the Uncertificated VRR Interest with related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Holders of the majority (based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that of which has been notionally reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt of such second (2nd) Appraisal, the Special Servicer shall 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 (2nd) Appraisal. Any Appraised-Out Class(es) (together with any other Classes of Control Eligible Certificates affected by such Appraisal Reduction) shall have its the related Aggregate Certificate Balance or Combined VRR Interest Balance, as applicable, Balance(s) notionally restored (or reduced if applicable) to the extent required by such adjustment recalculation of the Appraisal Reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect, as applicable. The right of any Appraised-Out Class to present a second (2nd) Appraisal in connection with any Required Appraisal Loan is limited to one Appraisal with respect to each Mortgaged Property relating to such Required Appraisal Loan. In addition, if subsequent to a Class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change with respect to any of the Mortgaged Properties related to the Appraisal Reduction Amountthat caused such Class to become an Appraised-Out Class, the applicable Requesting Holders shall have the right, at their sole expense, to present to the Special Servicer an additional Appraisal prepared by an Independent MAI appraiser on as “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the 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 is warranted and, if so warranted, shall recalculate such Appraisal Reduction based upon such additional Appraisal. Any Appraised-Out Class(es) (together with any other Classes of Control Eligible Certificates affected by such Appraisal Reduction) shall have the related Aggregate Certificate Balance(s) notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there shall be a redetermination of whether a CCR Subordinate Control Period, a CCR Collective Consultation Period or a CCR Senior Consultation Termination Period is then in effect, as applicable. The Servicer shall provide by electronic means reasonably acceptable With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with additional Appraisals as provided in this paragraph is limited to no more frequently than once in any 12-month period. Appraisals that are permitted to be presented by any Appraised-Out Class will be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard upon the occurrence of such material change or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any appraisal requests made by any Requesting Holder. Any Appraised-Out Class shall not be entitled to exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class; and the Servicer rights of the information in its possession or control as reasonably requested in writing Controlling Class will be exercised by the Holders of the next most senior Class of Control Eligible Certificates that is not an Appraised-Out Class, if any. Copies of all Appraisals and other Third Party Reports obtained pursuant to this Agreement by the Special Servicer within two (2) Business Days of any request to permit or the Special Master 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 Mortgaged Property shall be delivered by the Special Servicer (in electronic format or hard copy) to the Servicer, other such servicer and to the Trustee, the Certificate AdministratorAdministrator (in electronic format), the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party Provider (in electronic format 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 WebsiteTrust Advisor.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)

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 (or Serviced Loan Group) if the Principal Balance of such Mortgage Loan (or Serviced Loan Group) exceeds $2,000,000 or (B) at the option of such Special Servicer, if such Principal Balance is less than or equal to $2,000,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the internal valuation prepared by such 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 MAI standards or an Appraisal which in all cases shall be completed as of the date that such adjustmentMortgage Loan (or Serviced Loan Group) becomes a Required Appraisal Loan; provided that if the applicable Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately prior 12 months, 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 Special Servicer may rely on such Appraisal Reduction Amount or internal valuation and shall have its related Certificate Balance no duty to prepare a new Appraisal or Combined VRR Interest Balanceinternal valuation, as applicable, notionally restored (or reduced if applicable) to the extent required by unless such adjustment of the Appraisal Reduction Amount, and there shall reliance would not 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 Servicing Standard; provided, further, that if the applicable Special Servicer is required to obtain an Appraisal of a Mortgaged Property or prepare an internal valuation after receipt of the notice described in clause (ii) of the definition of Appraisal Event, such Appraisal or internal valuation will be obtained or prepared, as the case may be, no later than 60 days after receipt of such Junior Trust Notes) up notice. With respect to each Mortgage Loan that is cross-collateralized with any other Mortgage Loan, the aggregate Appraisal or internal valuation need only be performed with respect to Mortgaged Properties that constitute the principal balance security for the individual Mortgage Loan to which an Appraisal Event occurs, and not with respect to all of the Junior Trust Notes, with any remainder being allocated to Mortgaged Properties that constitute security for the Senior Notes on a pro rata and pari passu basis (individual Mortgage Loan in the cross-collateralized group. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. ss.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)

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 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 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. 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). 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” and such Holders, the “Requesting Holders”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to (i) 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 or (ii) post Threshold Event Collateral as described below. 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 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 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 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 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. The Holders of Certificates representing the majority of the Certificate Balance of the Appraised Out Class (the “Threshold Cure Holder”) may avoid a Control Termination Event caused by application of an Appraisal Reduction Amount if such Threshold Cure Holder delivers Threshold Event Collateral as a supplement to the appraised value of the Property to the Certificate Administrator (in the case of cash collateral or proceeds from a letter of credit) or the Servicer (in the case of a letter of credit), as applicable, together with documentation acceptable to the Servicer in accordance with Accepted Servicing Practices to create and perfect a first priority security interest in favor of the Servicer on behalf of the Trust in such collateral (which must be completed within thirty (30) days of the Special Servicer’s receipt of a third party Appraisal that indicates such Control Termination Event has occurred) (a “Threshold Event Cure”) and, additionally pays all cost and expenses incurred by any party to this Agreement associated with the delivery and/or pledge of such Threshold Event Collateral, including the costs and expenses of any opinion of counsel. If a Threshold Event Cure occurs, no Control Termination Event caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must have an initial term no shorter than 6 months and contain an evergreen clause providing for automatic renewal for additional periods not less than 6 months. The Threshold Cure Holder must provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the 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 Servicer receives notice that the letter of credit shall not be renewed, then the Servicer shall be required to promptly draw upon such letter of credit and the Certificate Administrator shall hold such proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Threshold Cure Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the Threshold Collateral Issuer are downgraded below the required ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall be required to draw upon such letter of credit and the Certificate Administrator shall hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Termination Event from occurring (and should the appraised value of the Property plus the value of the Threshold Event Collateral be insufficient, the Threshold Cure Holder shall have 30 days from the new third party Appraisal to deliver new Threshold Event Collateral as supplement to the newly appraised value), or (ii) a determination is made by the Special Servicer that all proceeds in respect of the Whole Loan or Property have been received (a “Final Recovery Determination”). If the appraised value of the Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Termination Event without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Threshold Cure Holder, any or such portion of Threshold Event Collateral held by the Servicer or the Certificate Administrator, as applicable, shall be required to be promptly returned to such Threshold Cure Holder (at its direction and sole expense). Upon the Special Servicer’s determination of a Final Recovery Determination with respect to the Whole Loan, such cash or proceeds of the letter of credit constituting Threshold Event Collateral in an amount equal to the lesser of (a) all Threshold Event Collateral and (b) an amount sufficient available to pay all amounts due on the 17g-5 Information Provider’s WebsiteCertificates that were not sufficiently covered by the net sale proceeds or Final Recovery Determination, including all Applied Realized Loss Amounts, shall be added to the Distribution Account to reimburse Certificateholders for all Realized Losses with respect to the Trust Loan after application of the net proceeds of liquidation, plus accrued and unpaid interest thereon at the applicable interest rate and all other Trust Fund Expenses reimbursable under the this Agreement. Any Threshold Event Collateral (and the right to reimbursement of any amounts with respect thereto) shall be treated as an “outside reserve fund” (as defined in Treasury Regulations Section 1.860G-2(h)) and the Threshold Cure Holder will be the beneficial owner of any Threshold Event Collateral for all federal income tax purposes, and shall be taxable on all income earned thereon.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from the Servicer pursuant to Section 4.2 in the which event it shall be treated as a Servicing Advance. The Master Servicer’s possession and reasonably necessary to calculate , based on the Appraisal Reduction Amountor internal valuation provided to it by the Special Servicer, whether there exists shall calculate any Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal 140 Reduction Amount andfor any Mortgage Loan, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee annually. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq8)

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 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 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 the 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 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 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)

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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 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 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 Whole Loan 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 Non-Trust B Note, up to the full outstanding principal balance thereof, then, 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 Note, on a pro rata and pari passu basis, based on their respective outstanding principal balances.

Appears in 1 contract

Samples: Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may shall be used obtained no later than 60 days after receipt of such notice and an internal valuation shall be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted 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.155

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq12)

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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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, each EC Trust REMIC 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 applicable Consenting Party 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, EC Trust REMIC III Regular Interest or Swap REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates, the EC Trust REMIC III Regular Interests and the Swap REMIC 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 (and correspondingly, to 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); eighth, to 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, (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) and (vi) the Class A-4 Certificates based on their respective Aggregate Certificate Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, EC Trust 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) 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 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. 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 the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following the calculation or recalculation thereof. With respect to any Non-Restricted Privileged Persons pursuant Serviced Mortgage Loan, the Master Servicer shall, promptly following the Closing Date, request that the related Non-Serviced Mortgage Loan Master Servicer deliver to Section 8.14(b), and the 17g-5 Information Provider shall post Master Servicer prompt notice of any Appraisal Reduction in respect of such Appraisal on the 17g-5 Information Provider’s WebsiteNon-Serviced Mortgage Loan.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

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 caseB) if the Stated Principal Balance of such Required Appraisal Loan is less than or equal to $1,000,000, such Appraisal may be used at the election of the Special Servicer an internal valuation prepared 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 (orprovided that, in the case of a Companion Loan that is part of either clause (A) or (B), if the Special Servicer had completed or obtained an Other Securitization TrustAppraisal or internal valuation within the immediately preceding 12 months, the master servicerSpecial Servicer may rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, special servicer and trustee unless such reliance would not be in accordance with respect the Servicing Standard. Such Appraisal or internal valuation shall be updated at least annually to the extent such Other Securitization Trust) and the Certificate AdministratorMortgage Loan remains a Required 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 Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan based on updated Appraisals or internal valuations provided to it from time to time by the Special Servicer. 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, 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 Master Servicer shall post deliver such Appraisal on or internal valuation to the 17g-5 Information Provider’s WebsiteTrustee within 15 days of receipt by the Master Servicer of such Appraisal or internal valuation from the Special Servicer and the Trustee shall deliver such Appraisal or internal valuation to the Holders of the Privately Offered Certificates within 15 days of receipt by the Trustee of such Appraisal or internal valuation from the Master Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Heller Financial Commercial Mort Asset Corp Series 1999 Ph 2)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 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, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative Servicer 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 (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 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 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) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or every twelve months for so long as 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)Appraisal Reduction Event exists, and any the 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)accordingly. 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, Administrator and the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party Provider in electronic format 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 WebsiteWebsite pursuant to Section 8.14(b). Appraisal Reduction Amounts with respect to the Whole Loan shall be allocated, first, to the Junior Portion, up to its outstanding principal balance, and then to the Senior Portion and the Companion Loans on a pro rata and pari passu basis (based on their relative outstanding principal balances).

Appears in 1 contract

Samples: Trust and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

Appraisal Reductions. Within 45 days of the earliest to occur of (a) the date on which a change in the Mortgage Rate, principal balance, payment rate or amortization terms (each, a "Money Term") or in the stated maturity of any Specially Serviced Mortgage Loan becomes effective as a result of a modification of such Mortgage Loan by the Special Servicer, (b) 90 days after the date on which an uncured delinquency occurs in respect of a Mortgage Loan, (c) 60 days after the date on which a receiver is appointed in respect of a Mortgaged Property (if such appointment remains in effect during such 60 day period) or (d) as soon as reasonably practical after the date on which a Mortgaged Property becomes an REO Property, the Special Servicer shall advise the Trustee, the Fiscal Agent and the Master Servicer of such occurrence of such event, and, unless an appraisal has been conducted within the twelve months preceding such event, will obtain an appraisal (which may be an update of a prior appraisal) (the cost of which shall be an Additional Trust Fund Expense and reimbursable pursuant to Section 3.12(f)) satisfying the requirements for such appraisals contained in Section 3.10. The Special Servicer shall: (i) will determine the appraised value of the related Mortgaged Property on the basis of such appraisal and will report the same promptly to the Master Servicer. The Master Servicer will thereupon determine and report to the Trustee and the Special Servicer the amount of any Appraisal Reduction based upon such appraisal. In addition, upon the occurrence of any event giving rise to a subsequent Appraisal Reduction (including the delinquency referred to in the second proviso to the definition thereof) the Special Servicer will obtain an ------- appraisal (the cost of which shall be an Additional Trust Fund Expense and reimbursable pursuant to Section 3.12) within 45 days of the occurrence of any such event giving rise to a subsequent Appraisal Reduction and will adjust the amount of the Appraisal Reduction in accordance therewith. If the Master Servicer or Special Servicer continues to make Advances in connection with such Mortgage Loan, more than twelve months after an appraisal was obtained with respect to an Appraisal Reduction, the Special Servicer will order a new appraisal or update of the prior appraisal (the cost of which shall be an Additional Trust Fund Expense and reimbursable pursuant to Section 3.12) and will adjust the amount of the Appraisal Reduction in accordance therewith. An Appraisal Reduction related to a Mortgage Loan will be reduced to zero as of the date such Mortgage Loan is paid in full, liquidated, repurchased or otherwise disposed. Notwithstanding the foregoing, an Appraisal Reduction Eventwill be an amount equal to zero with respect to such a Mortgage Loan if (i) the event giving rise to such Appraisal Reduction is the extension of the maturity of such Mortgage Loan, promptly notify (ii) the Servicerpayments on such Mortgage Loan (other than Balloon Payments) were not delinquent during the twelve-month period immediately preceding such extension and (iii) the payments on such Mortgage Loan are then current; provided, that if at any later date there occurs a delinquency in payment with respect to such Mortgage Loan, any subsequent Appraisal Reduction will be recalculated and applied to the same extent as it would have been previously applied. In addition, in any case, upon the occurrence of any event giving rise to a subsequent Appraisal Reduction (including the delinquency referred to in the immediately preceding sentence) more than twelve months after an appraisal was obtained with respect to an Appraisal Reduction, the TrusteeSpecial Servicer will obtain a new appraisal as described above, within 45 days of the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of any such event giving rise to a subsequent Appraisal Reduction and will adjust the amount of the Appraisal Reduction in accordance therewith. With respect to each Mortgaged Property as to which an Appraisal Reduction Event; (ii) has occurred and which has become current and has remained current for twelve consecutive Monthly Payments, and with respect to which no other Servicing Transfer Event has occurred and is continuing, the Master Servicer shall, 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 twelfth Monthly Payment, order an 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 an update of such Appraisal (in final forma prior appraisal) (providedthe cost of which shall be an Additional Trust Fund Expense and reimbursable pursuant to Section 3.12). Based upon such appraisal, that if such new Appraisal was received less than five (5) Business Days prior the Master Servicer shall thereupon redetermine and report to such Distribution Date, it will determine no later than the second Distribution Date following Trustee the receipt amount 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 AdministratorMortgaged Property. 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 Each Appraisal Reduction Event exists and shall be paid for by become effective on the Servicer as a Property Protection Advance or an Administrative Advance Distribution Date (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 Effective Date") 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 month following the extent required by such adjustment of month in which the Appraisal Reduction Amountis calculated or recalculated as set forth in the second proviso in the definition of "Appraisal Reduction", 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 pursuant to the Special Servicer second 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 Websitethird preceding paragraphs.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Cs First Boston Mortgage Securities Corp /De/)

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 (or Serviced Loan Group) if the Principal Balance of such Mortgage Loan (or Serviced Loan Group) 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 (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, 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 or internal valuation will be obtained or prepared, as the case may be used by the Special Servicer); and (iii) determine (be, no later than the first Distribution Date on or following either (x) the 60 days after receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior notice. With respect 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 each Mortgage Loan that is part of an Other Securitization Trustcross-collateralized with any other Mortgage Loan, the master servicer, special servicer and trustee Appraisal or internal valuation need only be performed with respect to such Other Securitization Trust) and Mortgaged Properties that constitute the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by principal security for 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 individual Mortgage Loan to which 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)occurs, 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 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 valuation shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (conducted in accordance with the relative principal balance definition 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 ("market value" as set forth 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 Website12 C.F.R. ss.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq11)

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 diligently and in good faith proceeding to obtain an appraisal, the Special Servicer shall obtain (A) an Appraisal of the related Mortgaged Property or REO Property, as applicable, if the Stated Principal Balance of such Required Appraisal Loan exceeds $1,000,000 or (B) at the option of the Special Servicer, if the Stated Principal Balance of such Required Appraisal Loan is less than or equal to $1,000,000, either an internal valuation prepared by the Special Servicer or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately preceding 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 aware be in accordance with the Servicing Standard. Such Appraisal or internal valuation shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in such Appraisal if not an internal valuation performed by the market or condition or value Special Servicer shall be an expense of the Property since Trust and may be paid from REO Income, treated as an Additional Trust Expense or advanced by the date Special Servicer (or, at the direction of such Appraisal (the Special Servicer, by the Master Servicer) in which caseevent it shall be treated as a Servicing Advance, such subject to Section 4.4 hereof. The Master Servicer, based on the Appraisal may be used or internal valuation provided to it by the Special Servicer); and (iii) determine (no later than , shall calculate any Appraisal Reduction. The Master Servicer shall calculate or recalculate the first Distribution Date Appraisal Reduction for any Mortgage Loan based on updated Appraisals 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 internal valuations provided to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination from time to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested time by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the . Any 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 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, 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 Master Servicer shall post deliver such Appraisal on or internal valuation to the 17g-5 Information Provider’s WebsiteTrustee within 15 days of receipt by the Master Servicer of such Appraisal or internal valuation from the Special Servicer and the Trustee shall deliver such Appraisal or internal valuation to the Holders of the Privately Offered Certificates within 15 days of receipt by the Trustee of such Appraisal or internal valuation from the Master Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

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 (or reasonably obtainable by the Servicer) 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). 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” and such Holders, 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 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, no Class of Certificates will be permitted to exercise the rights of the Controlling Class, 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 reasonably requested by the Special Servicer from the Servicer (but only to the extent in the Servicer’s possession or reasonably obtainable by 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 in its monthly report, 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)

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 such Mortgage Loan, if such Principal Balance exceeds $1,000,000 or (B) at the option of the Special Servicer, if such Principal Balance is less than or equal to $1,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI Standards 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, 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 MAI appraisal of a Mortgaged Property after receipt of the notice described in clause (ii) of the definition of Appraisal Event, such appraisal will be obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 30 days after receipt of such notice. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.65 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in the market or condition or value of the Property since the date of such Appraisal (in which caseor valuation, such Appraisal may be used if not performed 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 Trust and may be paid from REO Income, treated as an Additional Trust Expense or, to the extent collections from such Appraisals related Mortgage Loan does not cover the expense, such unpaid expense shall be obtained advanced by the Master Servicer in which event it shall be treated as a Servicing Advance, subject to Section 4.4 hereof. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and Servicer, 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 calculate 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 effectReduction. The Master 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 for any Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect based on updated Appraisals or internal valuations provided from time to the Mortgage Loan shall be allocated first time 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 it 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

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 204 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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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 applicable Consenting Party 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 EX XXXXX III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates and the 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 Certificates (and correspondingly, to 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); eighth, to 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 and (v) the Class A-4 Certificates based on their respective Aggregate Certificate Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to Nonnotionally 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-Restricted Privileged Persons pursuant 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) 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 Section 8.14(b)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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. The Master Servicer shall deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge of the occurrence thereof, and the 17g-5 Information Provider Special Servicer shall post 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 on Reduction in respect of such Loan Pair promptly following its receipt from the 17g-5 Information Provider’s WebsiteSpecial Servicer of the calculation or recalculation thereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

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 (including the Monmouth Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan (including the Monmouth Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B 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 or an Appraisal was performed which in all cases shall be completed as of the date that such Mortgage Loan (including the Monmouth Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B 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, 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. ss.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2006-Top21)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Principal Balance is less than or 179 equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or 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 terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan or the 633 17th Street B Note if the applicable Non-Serviced Mortgage Loan Xxxxxxx Xxxxxxxx or the MLMT 2006-C1 Special Servicer, as applicable, shall have performed such obligations with respect to such Mortgage Loan pursuant to the Trusteeterms of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement or MLMT 2006-C1 Pooling and Servicing Agreement, as applicable. Appraisal Reductions allocated to any Loan Pair, the Companion Loan Holders (orDCT Industrial Portfolio C Note or the 633 17th Street B Note shall be allocated to the Certificate Princixxx Xxxxxxx xx xxe related Classes of Principal Balance Certificates in the order of their subordination, i.e., in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee Appraisal Reductions with respect to such Other Securitization Trust) any Mortgage Loan or Loan Pair other than the DCT Industrial Portfolio A/B/C Loan or 633 17th Street A/B/C Mortgage Loan, to the Classes of Principal Baxxxxx Xxxxxxxxxtes, other than the Class DP Certificates 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 andClass ST Certificates, in such case, as an expense Reverse Sequential Order; in the case 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 Reductions with respect to the Mortgage Loan shall be allocated first DCT Industrial Portfolio A/B/C Loan, to the Junior Trust Notes on a pro rata Class DP Certificates; and pari passu basis (in accordance the case of Appraisal Reductions with the relative principal balance of such Junior Trust Notes) up respect to the aggregate principal balance of the Junior Trust Notes633 17th Street A/B/C Mortgage Loan, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance Classes of such Senior Notes)Class ST Cerxxxxxxxxx xx xxe same order as Realized Losses are allocated 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, 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.180

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006 - HQ9)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 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 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, to obtain an Appraisal of the Property (provided that the Special Servicer will not be required to obtain an independent Appraisal of the Property unless 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 not aware of any material change in the market or condition or value of the such Property since the date of such Appraisal (Appraisal, in which case, case such Appraisal may with respect to such 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 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 Appraisalssuch Appraisal, 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 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) 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 Trusta 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 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 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 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 and the Certificate Administrator and, so long as no Consultation Termination Event has occurred, the TrusteeDirecting Certificateholder, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party 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 required 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 Special Servicer shall not be obligated to calculate, recalculate, determine or redetermine any Appraisal Reduction until such time as it receives from the Servicer the information reasonably required by the Special Servicer to make such calculation, recalculation, determination or redetermination. Appraisal Reduction Amounts with respect to the Whole Loan shall be allocated to the Mortgage Loan and the 17g-5 Information Provider shall post such Appraisal Companion Loan on the 17g-5 Information Provider’s Websitea pro rata and pari passu basis (based on their relative outstanding principal balances).

Appears in 1 contract

Samples: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

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 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). 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” and such Holders, the “Requesting Holders”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to (i) 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 or (ii) post Threshold Event Collateral as described below. 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, no Class of Certificates shall be permitted to exercise the rights of the Controlling Class 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 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 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 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. The Holders of Certificates representing the majority of the Certificate Balance of the Appraised Out Class (the “Threshold Cure Holder”) may avoid a Control Termination Event caused by application of an Appraisal Reduction Amount if such Threshold Cure Holder delivers Threshold Event Collateral as a supplement to the appraised value of the Property to the Certificate Administrator (in the case of cash collateral or proceeds from a letter of credit) or the Servicer (in the case of a letter of credit), as applicable, together with documentation acceptable to the Servicer in accordance with Accepted Servicing Practices to create and perfect a first priority security interest in favor of the Servicer on behalf of the Trust in such collateral (which must be completed within thirty (30) days of the Special Servicer’s receipt of a third party Appraisal that indicates such Control Termination Event has occurred) (a “Threshold Event Cure”) and, additionally pays all cost and expenses incurred by any party to this Agreement associated with the delivery and/or pledge of such Threshold Event Collateral, including the costs and expenses of any opinion of counsel. If a Threshold Event Cure occurs, no Control Termination Event caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the letter of credit must have an initial term no shorter than 6 months and contain an evergreen clause providing for automatic renewal for additional periods not less than 6 months. The Threshold Cure Holder must provide notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the 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 Servicer receives notice that the letter of credit shall not be renewed, then the Servicer shall be required to promptly draw upon such letter of credit and the Certificate Administrator shall hold such proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the applicable Threshold Cure Holder shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the Threshold Collateral Issuer are downgraded below the required ratings; provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall be required to draw upon such letter of credit and the Certificate Administrator shall hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the appraised value of the Property plus the value of the Threshold Event Collateral would not be sufficient to prevent a Control Termination Event from occurring (and should the appraised value of the Property plus the value of the Threshold Event Collateral be insufficient, the Threshold Cure Holder shall have 30 days from the new third party Appraisal to deliver new Threshold Event Collateral as supplement to the newly appraised value), or (ii) a determination is made by the Special Servicer that all proceeds in respect of the Mortgage Loan or Property have been received (a “Final Recovery Determination”). If the appraised value of the Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Termination Event without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Threshold Cure Holder, any or such portion of Threshold Event Collateral held by the Servicer or the Certificate Administrator, as applicable, shall be required to be promptly returned to such Threshold Cure Holder (at its direction and sole expense). Upon the Special Servicer’s determination of a Final Recovery Determination with respect to the Mortgage Loan, the Special Servicer shall notify the Servicer and the Servicer shall direct the Certificate Administrator to deposit any Threshold Event Collateral into the Collection Account. Upon such deposit, the Servicer shall transfer the lesser of (a) all Threshold Event Collateral and (b) an amount sufficient to pay all amounts due on the 17g-5 Information Provider’s WebsiteCertificates that were not sufficiently covered by the net sale proceeds or Final Recovery Determination, including all Applied Realized Loss Amounts, to the Distribution Account to reimburse Certificateholders for all Realized Losses with respect to the Trust Loan after application of the net proceeds of liquidation, plus accrued and unpaid interest thereon at the applicable interest rate and all other Trust Fund Expenses reimbursable under the this Agreement. For the avoidance of doubt any remaining funds will be distributed to the Threshold Cure Holder. Any Threshold Event Collateral (and the right to reimbursement of any amounts with respect thereto) shall be treated as an “outside reserve fund” (as defined in Treasury Regulations Section 1.860G-2(h)) and the Threshold Cure Holder will be the beneficial owner of any Threshold Event Collateral for all federal income tax purposes, and shall be taxable on all income earned thereon.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Following the occurrence of an Appraisal Reduction Event, promptly notify the ServicerEvent in respect of any Mortgage Loan, the TrusteeSpecial Servicer shall as soon as reasonably practicable (but in any event, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of within 60 days) obtain (A) 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 related Mortgaged Property unless or REO Property, as applicable, if the Stated Principal Balance of such Required Appraisal Loan exceeds $1,000,000 or (B) at the option of the Special Servicer, if the Stated Principal Balance of such Required Appraisal Loan is less than or equal to $1,000,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and internal valuation prepared by the Special Servicer is or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately preceding 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 aware be in accordance with the Servicing Standard. Such Appraisal or internal valuation shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in such Appraisal if not an internal valuation performed by the market or condition or value Special Servicer shall be an expense of the Property since Trust and may be paid from REO Income, treated as an Additional Trust Expense or advanced by the date Special Servicer (or, at the direction of such Appraisal (the Special Servicer, by the Master Servicer) in which caseevent it shall be treated as a Servicing Advance, such subject to Section 4.4 hereof. Te Master Servicer, based on the Appraisal may be used or internal valuation provided to it by the Special Servicer); and (iii) determine (no later than , shall calculate any Appraisal Reduction. The Master Servicer shall calculate or recalculate the first Distribution Date Appraisal Reduction for any Mortgage Loan based on updated Appraisals 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 internal valuations provided to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination from time to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested time by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the . Any 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 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 section shall be delivered by the Special Servicer to the Master 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 Master Servicer shall post -deliver such Appraisal on or internal valuation to the 17g-5 Information Provider’s WebsiteTrustee within 15 days of receipt by the Master Servicer of such Appraisal or internal valuation from the Special Servicer and the Trustee shall deliver such Appraisal or internal valuation to the Holders of the Privately Offered Certificates within 15 days of receipt by the Trustee of such Appraisal or internal valuation from the Master Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

Appraisal Reductions. (a) The Special Servicer shall: (i) Promptly upon knowledge of 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 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 PracticesPractices to obtain, 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 has no knowledge 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) . The Special Servicer shall 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 AppraisalsAppraisal, 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, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Certificate Administrator and 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, 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 andaccordingly, and if required in accordance with any such adjustment, each affected Class of Non-Vertically Retained Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest BalanceCertificates, as applicablewell as the VRR Interest, 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 100 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, and, during any applicable Consenting Party CCR Control Period and Consulting Party any CCR Consultation Period, the Controlling Class Representative, 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

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 such Mortgage Loan, if such Principal Balance exceeds $1,000,000 or (B) at the option of the Special Servicer, if such Principal Balance is less than or equal to $1,000,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and internal valuation prepared by the Special Servicer is in accordance with MAI Standards or an Appraisal 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 the immediately preceding 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 aware be in accordance with the Servicing Standard. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. Section 225.65 and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in the market or condition or value of the Property since the date of such Appraisal (in which caseor valuation, such Appraisal may be used if not performed 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 Trust and may be paid from REO Income, treated as an Additional Trust Expense or advanced by the Master Servicer in which event it shall be obtained treated as a Servicing Advance, subject to Section 4.4 hereof. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and Servicer, 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 calculate 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 effectReduction. The Master 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 for any Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect based on updated Appraisals or internal valuations provided from time to the Mortgage Loan shall be allocated first time 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 it 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Within 60 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 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 (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 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 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) 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 TrustAdvance. Updates of any such Appraisals Appraisal shall be obtained by the Servicer or the Special Servicer every nine (9) months for so long Servicer, as an Appraisal Reduction Event exists applicable, and shall be paid for by the Servicer or the Special 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 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)accordingly. 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, 17g-5 Information Provider and the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party Administrator 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 WebsiteWebsite pursuant to Section 8.14(b). Appraisal Reduction Amounts with respect to the Whole Loan shall be allocated to the Trust Loan and the Companion Loan on a pro rata and pari passu basis (based on their relative outstanding principal balances).

Appears in 1 contract

Samples: Trust and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Following the occurrence of an Appraisal Reduction Event, promptly notify the ServicerEvent in respect of any Mortgage Loan, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of Special Servicer shall promptly obtain (A) 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 related Mortgaged Property unless or REO Property, as applicable, if the Stated Principal Balance of such Required Appraisal Loan exceeds $1,000,000 or (B) at the option of the Special Servicer, if the Stated Principal Balance of such Required Appraisal Loan is less than or equal to $1,000,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and internal valuation prepared by the Special Servicer is or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately preceding 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 aware be in accordance with the Servicing Standard. Such Appraisal or internal valuation shall be conducted in accordance with USPAP and shall be updated at least annually to the extent such Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in the market or condition or value of the Property since the date of such Appraisal (in which caseAppraisal, such Appraisal may be used if not performed 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 shall be an expense of the applicable AppraisalsTrust and may be paid from REO Income, and receipt of information reasonably requested treated as an Additional Trust Expense or advanced 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, at the direction of the Special Servicer, by the Master Servicer) in the case of which event it shall be treated as a Companion Loan that is part of an Other Securitization TrustServicing Advance, the master servicer, special servicer and trustee with respect subject to such Other Securitization Trust) and the Certificate AdministratorSection 4.4 hereof. The cost of obtaining any such Master Servicer, based on the Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless internal valuation provided to 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 Servicer, 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 calculate 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 effectReduction. The Master 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 for any Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect based on updated Appraisals or internal valuations provided to the Mortgage Loan shall be allocated first it from time 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 time 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

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 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 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. 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) Note up to the aggregate principal balance of the Junior Trust NotesNote, 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

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 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 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 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 Whole Loan 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 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

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 (or Serviced Loan Group) if the Principal Balance of such Mortgage Loan (or Serviced Loan Group) exceeds $2,000,000 or (B) at the option of such Special Servicer, if such Principal Balance is less than or equal to $2,000,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the internal valuation prepared by such 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 MAI standards (which internal valuation shall ascribe a value for any residential cooperative property based on the value of such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, property as applicable, that has been notionally reduced if operated as a result residential cooperative) or an Appraisal 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 applicable Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately prior 12 months, such Special Servicer may rely on such Appraisal Reduction Amount or internal valuation and shall have its related Certificate Balance no duty to prepare a new Appraisal or Combined VRR Interest Balanceinternal valuation, as applicable, notionally restored (or reduced if applicable) to the extent required by unless such adjustment of the Appraisal Reduction Amount, and there shall reliance would not 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 Servicing Standard; provided, further, that if the applicable Special Servicer is required to obtain an Appraisal of a Mortgaged Property or prepare an internal valuation after receipt of the notice described in clause (ii) of the definition of Appraisal Event, such Appraisal or internal valuation will be obtained or prepared, as the case may be, no later than 60 days after receipt of such Junior Trust Notes) up notice. With respect to each Mortgage Loan that is cross-collateralized with any other Mortgage Loan, the aggregate Appraisal or internal valuation need only be performed with respect to Mortgaged Properties that constitute the principal balance security for the individual Mortgage Loan to which an Appraisal Event occurs, and not with respect to all of the Junior Trust Notes, with any remainder being allocated to Mortgaged Properties that constitute security for the Senior Notes on a pro rata and pari passu basis (individual Mortgage Loan in the cross-collateralized group. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. ss.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq16)

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 Loan Pair, if the Scheduled Principal Balance of such Mortgage Loan or Loan Pair exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Scheduled 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 was performed 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 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 MAI appraisal of a Mortgaged Property after receipt of the notice described in clause (ii) of the definition of Appraisal Event, such appraisal will be obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 30 days after receipt of such notice. Such Appraisal or valuation shall be conducted in accordance with the definition of "market value" as set forth in 12 C.F.R. ss. 225.65 and shall be updated at least annually to the extent such Mortgage Loan or Loan Pair remains a Required Appraisal Loan. The cost of any material change in the market or condition or value of the Property since the date of such Appraisal (in which caseor valuation, such Appraisal may be used if not performed 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 Trust and may be paid from REO Income, treated as an Additional Trust Expense or, to the extent collections from such Appraisals related Mortgage Loan or Loan Pair do not cover the expense, such unpaid expense shall be obtained advanced by the Servicer in which event it shall be treated as a Servicing Advance, subject to Section 4.4 hereof. The Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and Servicer, 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 calculate 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 effectReduction. 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 for any Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect and Companion Loan based on updated Appraisals or internal valuations provided from time to the Mortgage Loan shall be allocated first time 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 it 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

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 (including the Lakeforest Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan (including the Lakeforest Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B 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 or an Appraisal was performed which in all cases shall be completed as of the date that such Mortgage Loan (including the Lakeforest Mall Mortgage Loan Non-Pooled Component, if applicable), Loan Pair or A/B 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, 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the extent collections from such related Mortgage Loan (including the Lakeforest Mall Mortgage Loan Non-Pooled Component, if applicable), 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer in the Servicer’s possession and reasonably necessary to shall calculate or recalculate the Appraisal Reduction Amount, whether there exists for any Appraisal Reduction Amount andMortgage Loan (including the Lakeforest Mall Mortgage Loan Non-Pooled Component, if an Appraisal Reduction Amount existsapplicable), give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations provided from time to time to it by the Special Servicer and report such amount to the ServicerTrustee annually. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2005-Top20)

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 ProviderControlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan (other than any Non-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 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 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, each EC Trust REMIC 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 applicable Consenting Party 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, EC Trust REMIC III Regular Interest or Swap REMIC III Regular Interest. The aggregate Appraisal Reduction as of any date of determination shall be applied (solely 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 Consulting Party in electronic format to the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes of Principal Balance Certificates, the EC Trust REMIC III Regular Interests and the Swap REMIC 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 (and correspondingly, to 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); eighth, to 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, (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) and (vi) the Class A-4 Certificates based on their respective Aggregate Certificate Administrator Balances (provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall make be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal available Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, EC Trust 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) 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 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 Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro rata basis by Unpaid Principal Balance. 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 the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following the calculation or recalculation thereof. With respect to any Non-Restricted Privileged Persons pursuant Serviced Mortgage Loan, the Master Servicer shall, promptly following the Closing Date, request that the related Non-Serviced Mortgage Loan Master Servicer deliver to Section 8.14(b)the Master Servicer prompt notice of any Appraisal Reduction in respect of such Non-Serviced Mortgage Loan. The Holders of the majority (based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance of which has been reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (other than any Non-Serviced Mortgage Loan) (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser on an “as-is” basis and acceptable to the 17g-5 Information Provider shall post Special Servicer in accordance with the Servicing Standard. Upon receipt of such Appraisal on second (2nd) Appraisal, the 17g-5 Information Provider’s Website.Special Servicer shall

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

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 any 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 TrustAgreement Between Note Holders. 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 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 3.7(a) shall be delivered by the Special Servicer to the Servicer, the Trustee17g-5 Information Provider, the Certificate Administrator, any 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.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Bank 2020-Bnk26)

Appraisal Reductions. (a) The Special Servicer shall: (i) upon Following the occurrence of an Appraisal Reduction Event, promptly notify the ServicerEvent in respect of any REMIC Mortgage Loan, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of Special Servicer shall as soon as reasonably practicable obtain (A) 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 related Mortgaged Property unless or REO Property, as applicable, if the Stated Principal Balance of such Required Appraisal Loan exceeds $500,000 or (B) at the option of the Special Servicer, if the Stated Principal Balance of such Required Appraisal Loan is less than or equal to $500,000, either an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and internal valuation prepared by the Special Servicer is or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within the immediately preceding 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 aware be in accordance with the Servicing Standard. Such Appraisal or internal valuation shall be conducted in accordance with USPAP and shall be updated at least annually to the extent such REMIC Mortgage Loan remains a Required Appraisal Loan. The cost of any material change in the market or condition or value of the Property since the date of such Appraisal (in which caseAppraisal, such Appraisal may be used if not performed 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 TrustTrust and may be paid from REO Income or treated as an Additional Trust Expense. Updates of such Appraisals shall be obtained The Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and Servicer, 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 calculate 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 effectReduction. The Master 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 for any REMIC Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect based on updated Appraisals or internal valuations provided to the Mortgage Loan shall be allocated first it from time 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 time 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the 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 such Appraisal or valuation, if not performed 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 shall be an expense of the applicable AppraisalsTrust (and any related B Note) and may be paid from REO Income or, and receipt to the 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 at the request of information reasonably requested the Special Servicer or by the Special Servicer from the pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Special Servicer in the Servicer’s possession and reasonably necessary to shall calculate any Appraisal Reduction. The Special Servicer shall calculate or recalculate the Appraisal Reduction Amountfor any Mortgage Loan, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof B Note and Loan Pair based on updated Appraisals or internal valuations and report such amount to the ServicerTrustee annually. Notwithstanding the foregoing, the Trustee, terms of this Section 6.9 shall not be applicable to any Non-Serviced Mortgage Loan if the Companion applicable Non-Serviced Mortgage 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 Special Servicer shall have performed such obligations with respect to such Other Securitization Trust) and Mortgage Loan pursuant to 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 terms 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 Non-Serviced 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 Pooling 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 WebsiteServicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq10)

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 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 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 required to obtain an Appraisal of a Mortgaged Property or prepare an internal valuation after receipt of the notice described in clause (ii) of the definition of Appraisal Event, such Appraisal or internal valuation will be obtained or prepared, as the case may be, no 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 or internal valuation need only be performed with respect to Mortgaged Properties that constitute the principal security for the individual Mortgage Loan to which an Appraisal Event occurs, and not aware with respect to all of any material change the Mortgaged Properties that constitute security for the individual Mortgage Loan in the cross-collateralized group. Such Appraisal or valuation shall be conducted in accordance with the definition of “market or condition or value of the Property since value” as set forth in 12 C.F.R. § 225.62 and shall be updated at least annually from the date of such Appraisal (in which caseor valuation, as applicable, 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 (iii) determine (no later than may be paid from REO Income or, to the first Distribution Date on extent collections from such related Mortgage Loan 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 the Special Servicer pursuant to Section 4.6 in which event it shall be treated as a Servicing Advance. The Special Servicer shall calculate any Appraisal (in final form) (provided, that if such new Reduction. The Master Servicer shall recalculate the 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 Reduction for any existing Appraisals, as applicable) Mortgage Loan based on the basis of the applicable Appraisals, and receipt of information reasonably requested original Appraisal or updated Appraisals or internal valuations provided from time to time to it by the Special Servicer from and report such amount to the Trustee. The Special Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists shall provide notice of 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 Event with respect to such Other Securitization Trust) a Mortgage Loan to the Master Servicer and the Certificate Administrator. The cost Operating Adviser on the day 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 determination 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 AmountEvent. Appraisal Reduction Amounts with respect Reductions allocated to the any 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 Certificate Principal Balance of the Junior Trust Notesrelated Classes of Principal Balance Certificates in the order of their subordination, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (i.e., 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 WebsiteReverse Sequential Order.

Appears in 1 contract

Samples: Distribution Instructions (Morgan Stanley Capital I Inc.)

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 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 or an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (orAppraisal; provided that, in the case of a Companion Loan that is part of either clause (A) or (B), if the Special Servicer had completed or obtained an Other Securitization TrustAppraisal or internal valuation within the immediately preceding 12 months, the master servicerSpecial Servicer may rely on such Appraisal or internal valuation and shall have no duty to prepare a new Appraisal or internal valuation, special servicer and trustee unless such reliance would not be in accordance with respect the Servicing Standard. Such Appraisal or internal valuation shall be updated at least annually to the extent such Other Securitization Trust) and the Certificate AdministratorMortgage Loan remains a Required 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 Master Servicer, based on the Appraisal or internal valuation provided to it by the Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan based on updated Appraisals or internal valuations provided to it from time to time by the Special Servicer. 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, 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 Master Servicer shall post deliver such Appraisal on or internal valuation to the 17g-5 Information Provider’s WebsiteTrustee within 15 days of receipt by the Master Servicer of such Appraisal or internal valuation from the Special Servicer and the Trustee shall deliver such Appraisal or internal valuation to the Holders of the Privately Offered Certificates within 15 days of receipt by the Trustee of such Appraisal or internal valuation from the Master Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Depositor for Series 1999-Fnv1)

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, Loan Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan Pair or A/B 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 or an Appraisal was performed 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 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 or condition or value a Mortgaged Property after receipt of the Property since notice described in clause (ii) of the date definition of such Appraisal (in which caseEvent, such Appraisal may will be used obtained no later than 60 days after receipt of such notice and an internal valuation will be obtained no later than 60 days after receipt of such notice. Notwithstanding the foregoing, an Appraisal shall not be 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 pay off the then outstanding Principal Balance of the Mortgage Loan in full, except to the extent that 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 Servicing Standard, determines that obtaining an Appraisal is in the aggregate principal balance best interests of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (Certificateholders. Such Appraisal or valuation shall be conducted in accordance with the relative principal balance definition 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 "market value" as set forth 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 Website12 C.F.R. Section.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq11)

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