Common use of Appraisal Reductions Clause in Contracts

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Following receipt from the Special Servicer, the Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage LoanLoan (which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC Investor Reporting Package®). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB a Serviced Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan Loan, if any, (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to (i) other than in the related AB Mortgage Loan. Any Appraisal Reduction in respect case of any a Serviced Pari Passu Whole Loan will be allocated in accordance with Loan, to the related Intercreditor Agreement orMortgage Loan, if no allocation is specified or (ii) in the related Intercreditor Agreement, thencase of a Serviced Pari Passu Whole Loan, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X and Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Following receipt from the Special Servicer, the Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage LoanLoan (which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days provide notice of the existence or cessation identity of (i) any Control Event or (ii) any Consultation Termination Eventthe Controlling Class as set forth in Section 3.28(m). (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. (d) Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan Loan, if any, (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) With respect to any AB Whole Loan, Appraisal Reductions will be calculated based on the aggregate outstanding principal balance of the related Mortgage Loan and the related Subordinate Companion Loan. Any resulting Appraisal Reductions with respect to such AB Whole Loan will be allocated to the related Subordinate Companion Loan up to the principal amount of such Subordinate Companion Loan prior to being allocated to the related Mortgage Loan. (b) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class D E Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC D Certificates), sixth, to the Class C Certificates, seventh, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator ) and shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any the existence of a Control Event or and (ii) any the existence of a Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or AB Whole Loan) Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer warranted shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which the Special Servicer shall either (A) the Special Servicer determines determine that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates recalculate the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (cd) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced or AB Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced AB Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced AB Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination by the Special Servicer that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or and to the extent it would be a Nonrecoverable Advance, an expense of the Trusta Trust expense, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b4.05(c) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b4.05(c) above)) and receipt of information requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced AB Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced AB Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with the calculation of an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b4.05(c), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced AB Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced AB Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation, as applicable. The Master 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 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, the Special Servicer’s failure to timely make such a 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. (de) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced or AB Whole Loan, as applicable, Loan previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced or AB Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class D E Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC D Certificates), sixth, to the Class C Certificates, seventh, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Paying Agent of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator Paying Agent shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator Paying Agent shall notify the Master Servicer, Servicer and Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator ) and shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any the existence of a Control Event or and (ii) any the existence of a Consultation Termination Event. (i1) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) 30 days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or and to the extent it would be a Nonrecoverable Advance, an expense of the Trusta Trust expense, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling and Servicing Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal BalancesLoan.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates, fifthsixth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixthseventh, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates)). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each annual anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer (and with respect to a Serviced Whole Loan, any Other Servicer) of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer (and with respect to a Serviced Whole Loan, any Other Servicer), the Certificate Administrator, the Trustee andTrustee, the Directing Certificateholder ((i) prior to the occurrence of any Consultation Termination Event, Event or (ii) other than with respect to the Directing CertificateholderExcluded Loan) and the Senior Trust Advisor. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer (and with respect to a Serviced Whole Loan, any Other Servicer), the Certificate Administrator, the Trustee andTrustee, the Directing Certificateholder ((i) prior to the occurrence of any Consultation Termination Event, Event or (ii) other than with respect to the Directing CertificateholderExcluded Loan) and the Senior Trust Advisor, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. Such report shall also be forwarded to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder (other than with respect to the Excluded Loan) (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required under the related Intercreditor Agreement) with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property Property, its earnings potential or risk characteristics, or marketability, or market conditions having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining The aggregate Appraisal Reduction will be allocated by the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes Trustee on each Distribution Date, only for purposes of removal determining the amount of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (P&I Advances with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated , to each Class of Certificates (other than the Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, secondClass P Certificates, to the Class N Certificates, Class M Certificates, Class L Certificates, Class K Certificates, Class J Certificates, Class H Certificates and Class H-S Certificates, pro rata (based upon their respective Certificate Balances), Class G Certificates and Class G-S Certificates, pro rata (based upon their respective Certificate Balances), Class F Certificates and Class F-S Certificates, thirdpro rata (based upon on their respective Certificate Balances), to the Class E Certificates and Class E-S Certificates, fourthpro rata (based upon their respective Certificate Balances), to the Class D Certificates and Class D-S Certificates, fifthpro rata (based upon their respective Certificate Balances), to the Class C Certificates and Class C-S Certificates, pro rata (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificatesbased upon their respective Certificate Balances), sixth, to the Class B Certificates and Class B-S Certificates, pro rata (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificatesbased upon their respective Certificate Balances), Class A-J Certificates and seventhClass A-JS Certificates and Class A-JFL Regular Interest, to pro rata (based upon their respective Certificate Balances) and then the Class A-S M Certificates and Class A-MS Certificates, pro rata (without giving effect based upon their respective Certificate Balances) in that order, up to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of their respective Certificate Balances. On any Distribution Date, an Appraisal Reduction with respect that otherwise would be allocated to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which a Class of Certificates is will be allocated to the Controlling Class. Promptly upon its determination of a change in next most subordinate Class to the Controlling Class, extent that the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of Balance on such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining Distribution Date for such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination (prior to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of taking the Appraisal Reduction into account) is warranted, and if so warranted, the Special Servicer shall recalculate less than the Appraisal Reduction based on for such supplemental appraisalDistribution Date. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Reductions will be calculated based on the aggregate outstanding principal balance of the related Serviced Mortgage Loan (for such purposes taking into account and the related Companion Loan(s). Any resulting Appraisal Reductions will be allocated, first to any amendment or modification of such Mortgage Loan, any related Serviced subordinate Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant up to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, firstprincipal amount thereof and then pro rata, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu the related pari passu Companion Loan Loan(s), if any, based upon on their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining The aggregate Appraisal Reduction will be allocated by the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes Paying Agent on each Distribution Date, only for purposes of removal determining the amount of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (P&I Advances with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated , to each Class of Certificates (other than the Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, secondClass P Certificates, to the Class N Certificates, Class M Certificates, Class L Certificates, Class K Certificates, Class J Certificates, Class H Certificates and Class H-S Certificates, pro rata (based upon their respective Certificate Balances), Class G Certificates and Class G-S Certificates, pro rata (based upon their respective Certificate Balances), Class F Certificates and Class F-S Certificates, thirdpro rata (based upon on their respective Certificate Balances), to the Class E Certificates and Class E-S Certificates, fourthpro rata (based upon their respective Certificate Balances), to the Class D Certificates and Class D-S Certificates, fifthpro rata (based upon their respective Certificate Balances), to the Class C Certificates and Class C-S Certificates, pro rata (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificatesbased upon their respective Certificate Balances), sixth, to the Class B Certificates and Class B-S Certificates, pro rata (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificatesbased upon their respective Certificate Balances), Class A-J Certificates and seventhClass A-JS Certificates, to pro rata (based upon their respective Certificate Balances) and then the Class A-S M Certificates and Class A-MS Certificates, pro rata (without giving effect based upon their respective Certificate Balances) in that order, up to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of their respective Certificate Balances. On any Distribution Date, an Appraisal Reduction with respect that otherwise would be allocated to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which a Class of Certificates is will be allocated to the Controlling Class. Promptly upon its determination of a change in next most subordinate Class to the Controlling Class, extent that the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of Balance on such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining Distribution Date for such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination (prior to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of taking the Appraisal Reduction into account) is warranted, and if so warranted, the Special Servicer shall recalculate less than the Appraisal Reduction based on for such supplemental appraisalDistribution Date. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Reductions will be calculated based on the aggregate outstanding principal balance of the related Serviced Mortgage Loan (for such purposes taking into account and the related Companion Loan(s). Any resulting Appraisal Reductions will be allocated, first to any amendment or modification of such Mortgage Loan, any related Serviced subordinate Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant up to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, firstprincipal amount thereof and then pro rata, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu the related pari passu Companion Loan Loan(s), if any, based upon on their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class D E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixthseventh, to the Class B Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or and (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer warranted shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which the Special Servicer shall either (A) the Special Servicer determines determine that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates recalculate the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination by the Special Servicer that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or and to the extent it would be a Nonrecoverable Advance, an expense of the Trusta Trust expense, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with the calculation of an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation, as applicable. The Master 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 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, the Special Servicer’s failure to timely make such a 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. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Loan. Any Appraisal Reduction reduction in respect of any Serviced Pari Passu the West County Center Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu West County Center Mortgage Loan and Serviced West County Center Pari Passu Companion Loan based upon their respective Stated Principal BalancesLoan.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of Certificates. Following receipt from the Exchangeable Certificates for Class EC Certificates). The Special Servicer, the Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage LoanLoan (which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC Investor Reporting Package®). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable best efforts to deliver such information, within four (4) Business Days following the Special Servicer’s request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to provide such information to the Special Servicer in the manner and timing set forth in this sentence. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class UHP, Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates, fifthsixth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixthseventh, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Following receipt from the Special Servicer, the Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage LoanLoan and the Trust Companion Loan (which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days provide notice of the existence or cessation identity of (i) any Control Event or (ii) any Consultation Termination Eventthe Controlling Class as set forth in Section 3.28(m). (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) ), the U-Haul Self Storage Whole Loan and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan or the U-Haul Self Storage Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan, Trust Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Serviced Companion Loan, Trust Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. (d) Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan, Trust Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan and the U-Haul Self Storage Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans Loan and Companion Loan(s) (or Trust Companion Loan) that comprise such Serviced Whole Loan (or the U-Haul Self Storage Whole Loan, as applicable). Any Appraisal Reduction in respect of an a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan Loan, if any, (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan or the U-Haul Self Storage Whole Loan, as applicable, will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, or with respect to the U-Haul Self Storage Mortgage Loan and Trust Companion Loan, respectively, based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F G Certificates, third, to the Class E F Certificates, fourth, to the Class D E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixthseventh, to the Class B Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventheighth, to the Class A-S Certificates (Certificates, without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or and (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer warranted shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which the Special Servicer shall either (A) the Special Servicer determines determine that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates recalculate the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination by the Special Servicer that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or and to the extent it would be a Nonrecoverable Advance, an expense of the Trusta Trust expense, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with the calculation of an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation, as applicable. The Master 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 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, the Special Servicer’s failure to timely make such a 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. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F H Certificates, third, to the Class E G Certificates, fourth, to the Class D F Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC E Certificates), sixth, to the Class D Certificates, seventh, to the Class C Certificates, eighth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventhninth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Servicer and Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator ) and shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any the existence of a Control Event or and (ii) any the existence of a Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer warranted shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which the Special Servicer shall either (A) the Special Servicer determines determine that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates recalculate the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination by the Special Servicer that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or and to the extent it would be a Nonrecoverable Advance, an expense of the Trusta Trust expense, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with the calculation of an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation, as applicable. The Master 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 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, the Special Servicer’s failure to timely make such a 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. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X, X Certificates and the Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Special Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder of the amount of any Appraisal Reduction with respect to each Mortgage Loan. Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format. If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, any related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan, any related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. (d) Any Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of an AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.

Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class XESK Certificates, the Class X and Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). The Following receipt from the Special Servicer, the Master Servicer shall notify the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Companion Loan Holder and, prior to a Consultation Termination Event, the Directing Certificateholder Administrator of the amount of any Appraisal Reduction with respect to each Mortgage LoanLoan and ESK Companion Loan (which notification may be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, Special Servicer and the Senior Trust Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days provide notice of the existence or cessation identity of (i) any Control Event or (ii) any Consultation Termination Eventthe Controlling Class as set forth in Section 3.28(m). (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class or the Holders of the majority of Voting Rights of the Class ESK Certificates that is determined at any time of determination to be subject to an AB Control Appraisal Period (any such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) (or, with respect to a Class ESK Certificate, the ESK Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class (or reinstated as if an AB Control Appraisal Period were not in existence, as applicable) and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class or Class ESK Directing Certificateholder, as applicable, until such time, if any, as the Class is reinstated as the Controlling Class or reinstated as the Class ESK Directing Certificateholder not subject to an AB Control Appraisal Period, as applicable, (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates, if any, and the rights of the Class ESK Directing Certificateholder during each Appraisal Review Period will not be exercised by any party and an AB Control Appraisal Period shall be deemed to have occurred. (c) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) ), the ESK Whole Loan and with respect to each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan, Serviced Whole Loan or Serviced ESK Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan, ESK Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee Trustee, the Senior Trust Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan, ESK Companion Loan, Serviced Whole Loan or Serviced ESK Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan, ESK Companion Loan, Serviced Whole Loan or Serviced ESK Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan, any related ESK Companion Loan, Serviced Whole Loan or Serviced ESK Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan or related Companion Loan, any related ESK Companion Loan, Serviced Whole Loan or Serviced ESK Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation. The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request. (d) Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan or ESK Companion Loan and any Serviced Whole Loan or ESK Whole Loan, as applicable, previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or ESK Companion Loan and any Serviced Whole Loan or ESK Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement. (e) Each Serviced Whole Loan and ESK Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to the Mortgage Loans Loan and Companion Loan(s) (or ESK Companion Loan) that comprise such Serviced Whole Loan (or ESK Whole Loan, as applicable). Any Appraisal Reduction in respect of an a Serviced AB Whole Loan (or ESK Whole Loan) will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (or ESK Companion Loan, as applicable) (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan (or ESK Mortgage Loan. Any Appraisal Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances.as