Common use of Authority of the Servicer or the Special Servicer Clause in Contracts

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking any action at the direction of any Directing Holder or otherwise, if the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, Administrative Modification or Significant Modification in accordance with the terms of the Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Accepted Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard)Practices. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23its reasonable judgment, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or on the related Underlying Mortgage Property and any other relevant related Collateral and the lien of the Mezzanine Loan Documents on the related Mortgaged PropertyCollateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the IndentureCollateral Obligations; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) and any related Companion Participation Holder Manager in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) aboveabove and, except in connection with any payment in full of any Collateral Obligation or any release otherwise required by the related Underlying Instruments, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer); provided, further, however, that the Servicer or the Special Servicer, as the case may be, shall not take any action to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with Accepted Servicing Practices, that such action or inaction (1) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Collateral Obligation, Obligor, Underlying Mortgage Property or Collateral, or (ii) may cause a violation of any provision of an Underlying Instrument or Accepted Servicing Practices. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section 2.03 of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject Notwithstanding anything to Section 2.03(c)the contrary herein, in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder (but only for so long Collateral Manager, the Issuer or the Advancing Agent, as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) applicable, directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking any action at the direction of any Directing Holder or otherwise, if the Servicer or the Special Servicer, as the case may be, take shall not take, or refrain from taking taking, any action which the Collateral Manager, Issuer or Advancing Agent, as applicable, requests that the Servicer or the Special Servicer, as the case may be, to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Accepted Servicing Standard Practices, that such action or inaction, as the case may be: inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate LoanCollateral Obligation, Mortgaged Obligor, Underlying Mortgage Property or other collateral for a Commercial Real Estate LoanCollateral, (ii) may cause a violation of any provision of a Loan Documentan Underlying Instrument or Accepted Servicing Practices, (iii) may expose the Servicer or the Special Servicer and their officers and directors to claim, suit or liability, (iv) expand the scope of the Servicer’s or the Special Servicer’s responsibilities under this Agreement, the related Participation Agreement or the Indenture ; or (iiiiv) may cause a violation of the Accepted Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement)Practices. (c) Subject To the extent that the Collateral Manager has the right hereunder to give its consent or make a decision with respect to any servicing matter, in the event that the Servicer or the Special Servicer, as applicable, determines in accordance with Accepted Servicing Practices that exigent circumstances exist such that immediate action is necessary to protect the interests of the Issuer, the CLO Noteholders and the Certificateholder, then the Servicer or the Special Servicer, as applicable, may take such action without waiting for the Collateral Manager’s response, provided that the Servicer or the Special Servicer, as applicable, shall provide prompt notice of such action to the consent and consultation provisions set forth in Section 3.23Collateral Manager and, prior to the expiration of the Collateral Manager’s period of time to make a decision as provided herein, shall only take such actions as are necessary to protect the interests of the Issuer, the Special Servicer CLO Noteholders and the Certificateholder to the extent required by Accepted Servicing Practices. (d) Notwithstanding anything to the contrary contained herein but subject to the preceding subsections (a) through (c) and this subsection (d), the Collateral Manager shall have the sole and exclusive right to make any decision that which is a Major Decision hereunder. The Servicer and the Special Servicer, as applicable, shall give notice to the Collateral Manager of any decision which is a Major Decision hereunder within two (2) Business Days of knowledge thereof. The Collateral Manager shall give notice to the Servicer and the Special Servicer, as applicable, of any decision which is a Major Decision hereunder within two (2) Business Days of knowledge thereof. The Collateral Manager shall make such Major Decision and notify the Servicer or the Special Servicer, as applicable, of the actions to be taken with respect thereto within five (5) Business Days of receipt of notice of such Major Decision. In the event that the Servicer or the Special Servicer, as applicable, determines that the Collateral Manager’s decision is in accordance with Accepted Servicing Practices, then the Servicer or the Special Servicer, as applicable, shall take such actions as directed by the Collateral Manager. In the event that the Servicer or the Special Servicer, as applicable, determines that the Collateral Manager’s decision is not in accordance with Accepted Servicing Practices, or if the Collateral Manager fails to give notice of the actions to be taken within such five (5) Business Day period, then the Servicer or the Special Servicer, as applicable, shall not be bound by the Collateral Manager’s determination with respect to any Commercial Real Estate Loan; provided that any such decision Major Decision and shall be made have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Accepted Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, Administrative Modification or Significant Modification in accordance with the terms of the Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing StandardPractices.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder Issuer (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to or the related Collateral InterestManager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor or the Special Servicer shall not take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of any Directing Holder or otherwise, if the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Mortgage Loan, Mortgaged Property or other collateral for a Commercial Real Estate Mortgage Loan, (ii) may cause a violation of any provision of a Loan an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject The Collateral Manager (or, with respect to the consent and consultation provisions set forth in Section 3.23a Non-CLO Controlled Mortgage Asset, the Special Servicer holder of the related controlling Companion Participation) shall have the sole and exclusive right to make consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any Commercial Real Estate Loan; provided written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be made taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (except or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the administrative processing and entering intoServicer or the Special Servicer, at as applicable, determines that the direction decision of the Subordinate Class Representative of any PreCollateral Manager (or, with respect to a Non-Approved ModificationCLO Controlled Mortgage Asset, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation holder of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, Administrative Modification or Significant Modification related controlling Companion Participation) is not in accordance with the terms Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the Loan Documents related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as modified applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Pre-Approved ModificationMajor Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, Administrative Modification or Significant Modificationas applicable, so long as it determines is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing and effectuation of Pre-Approved Modifications, Administrative Modifications or Significant Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Asset Documents on the related Mortgaged Property; , (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c2.03(d), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder Issuer (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to or the related Collateral InterestManager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor or the Special Servicer shall not take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of any Directing Holder or otherwise, if the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing and effectuation of Administrative Modifications or Significant Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further to the extent the terms of an Administrative Modification or Significant Criteria-Based Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, an Administrative Modification or Significant Criteria-Based Modification in accordance with the terms of the Loan Asset Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard. (c) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard and, in the case of a Criteria-Based Modification, if such Criteria-Based Modification constitutes a Major Decision, subject to the consent right of the holder of the related controlling Companion Participation (if any) over such Major Decision. (d) The Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-Controlled Collateral Interest, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-Controlled Collateral Interest, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder Issuer (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to or the related Collateral InterestManager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of any Directing Holder or otherwise, if the Issuer) directs that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Criteria-Based Modifications shall not be deemed to be a Major Decision or Other Borrower Request for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, an Administrative Modification or Significant a Criteria-Based Modification in accordance with the terms of the Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard. (d) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard. (e) The Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder Issuer (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to or the related Collateral InterestManager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of any Directing Holder or otherwise, if the Issuer) directs that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject The Collateral Manager (or, with respect to the consent and consultation provisions set forth in Section 3.23a Non-CLO Controlled Collateral Interest, the Special Servicer holder of the related Controlling Companion Participation) shall have the sole and exclusive right to make consent to any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, Administrative Modification or Significant Modification in accordance with the terms of the Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standardhereunder.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.232.03(c), to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, Issuer and the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) and any related Companion Participation Holder Manager in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) aboveabove (other than in connection with a payment in full of a Mortgage Loan or a partial release of a Mortgage Property in accordance with the related Asset Documents) and, except in connection with any payment in full of any Mortgage Loan, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer). The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in In the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Issuer (or the Collateral Manager acting on behalf of the Issuer) or any Controlling Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to in the related Collateral Interestcase of a Non-Controlled Mortgage Asset) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor or the Special Servicer Servicer, as the case may be, shall not take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of the Issuer) or any Directing Controlling Holder or otherwise, if (in the case of a Non-Controlled Mortgage Asset) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Mortgage Loan, related Obligor or Mortgaged Property or other collateral for a Commercial Real Estate LoanProperty, (ii) may cause a violation of any provision of a Loan Document, this Agreement, the related Participation Agreement or the Indenture an Asset Document or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer Collateral Manager will not be subject to the Servicing Standard; provided that any Administrative Modification or Criteria-Based Modification that would also be a Material Modification shall be subject to terms of Section 3.23(e)). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Mortgage Loan that was previously the subject of a Pre-Approved Modification, an Administrative Modification or Significant a Criteria-Based Modification in accordance with the terms of the Loan Asset Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Mortgage Loan in accordance with the Servicing Standard. (c) Subject to the consent and consultation provisions set forth in Section 3.23, including those related to Major Decisions that would also be Material Modifications, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Serviced Mortgage Loan; provided that any such decision (other than Administrative Modifications and Criteria-Based Modifications) shall be made in accordance with the Servicing Standard.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral InterestMortgage Asset) and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder (but only for so long as no Consultation Control Termination Event has occurred and is continuing with respect to the related Collateral InterestMortgage Asset) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided. (c) Notwithstanding anything herein to the contrary, however, that neither the Servicer nor the Special Servicer shall take or refrain from taking any action action, at the direction of any Directing Holder or otherwise, if the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Mortgage Loan, Mortgaged Property or other collateral for a Commercial Real Estate Mortgage Loan, (ii) may cause a violation of any provision of a Loan an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (cd) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Mortgage Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, Administrative Modification or Significant Modification in accordance with the terms of the Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.

Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Loan Asset Documents on the related Mortgaged Property; , (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Interest) Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c2.03(d), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the applicable Directing Holder Issuer (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to or the related Collateral InterestManager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer nor or the Special Servicer shall not take or refrain from taking any action at that the direction Issuer (or the Collateral Manager acting on behalf of any Directing Holder or otherwise, if the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Commercial Real Estate Loan, Mortgaged Property or other collateral for a Commercial Real Estate Loan, (ii) may cause a violation of any provision of a Loan an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). (c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any PreCriteria-Approved Modification, Administrative Modifications or Significant Based Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of a Pre-Approved Modification, an Administrative Modification or Significant Criteria-Based Modification in accordance with the terms of the Loan Asset Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard. (c) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard and, in the case of a Criteria-Based Modification, if such Criteria-Based Modification constitutes a Major Decision, subject to the consent of the holder of the related controlling Companion Participation (if any) over such Major Decision. (d) The Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-Controlled Collateral Interest, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-Controlled Collateral Interest, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.