Common use of Certain Rights and Powers of the Controlling Class Representative Clause in Contracts

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following Subject to Section 3.24(c), the occurrence Special Servicer shall prepare a report (the "Asset Status Report") recommending the taking of certain actions for each Serviced Mortgage Loan that becomes a Specially Serviced Mortgage Loan and during the continuance of an Event of Default when the Servicer proposes deliver such Asset Status Report to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative and the applicable Master Servicer not later than 45 days after the servicing of such Serviced Mortgage Loan is transferred to the Special Servicer. Such Asset Status Report shall be entitled set forth the following information to advise the extent reasonably determinable: (i) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower; (ii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer (including without limitation by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)), consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained; (iii) the most current rent roll and income or operating statement available for the related Mortgaged Property or Mortgaged Properties; (iv) a summary of the Special Servicer's recommended action with respect to such transferSpecially Serviced Mortgage Loan; (v) the Appraised Value of the related Mortgaged Property or Mortgaged Properties, and notwithstanding anything together with the assumptions used in any the calculation thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and (vi) such other Section information as the Special Servicer deems relevant in light of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been givenServicing Standard. If (i) the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a requestan Asset Status Report, the Servicer shall implement the action for which approval was sought. If (ii) after ten Business Days from receipt of an Asset Status Report the Controlling Class Representative disapproves of does not object to such a request Asset Status Report or (iii) within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the Special Servicer makes a revised request promptly determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective whole, the Special Servicer shall take the recommended actions described in the Asset Status Report. If within ten Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the Special Servicer does not make a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective whole, then (subject to Section 3.24(c)) the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event within later than 30 days after such disapprovalthe objection to the Asset Status Report by the Controlling Class Representative. The Special Servicer shall be required shall, subject to implement Section 3.24(c), revise such Asset Status Report as provided in the action for which approval was most recently requested prior sentence until the earliest of (unless such request was withdrawn a) the delivery by the Servicer) upon the earlier Controlling Class Representative of an affirmative approval in writing of such revised Asset Status Report, (xb) the failure of the Controlling Class Representative to disapprove a request such revised Asset Status Report in writing within ten (10) Business Days after of its receipt thereof and thereof; or (y) (1c) the passage of 60 ninety (90) days following from the Servicer’s delivery date of its preparation of the initial request version of the Asset Status Report. Following the earliest of such events, the Special Servicer shall implement the recommended action as outlined in the most recent version of such Asset Status Report (provided that the Special Servicer shall not take any action that is contrary to applicable law or the terms of the applicable Mortgage Loan Documents). The Special Servicer may, from time to time, subject to Section 3.24(c), modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, reviewed and either approved or not rejected as provided above. Notwithstanding the prior paragraph, the Special Servicer may take any action set forth in an Asset Status Report before the expiration of the ten (10) Business Day period during which the Controlling Class Representative may reject such report if (A) the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders (and, if affected, any Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective whole, and (2B) it has made a reasonable effort to contact the determination by the Controlling Class Representative. The Special Servicer in its reasonable good faith judgment may not take any action inconsistent with an Asset Status Report that the failure to implement the most recently requested has been adopted as provided above, unless such action would violate the Servicer’s obligation be required in order to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.Servicing

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Tower Site or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsAsset Entities, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) ). (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Tower Site or the ownership of any of the direct or indirect Equity Interests equity interests of the Issuer Entity or any of the Obligors Asset Entities (including by way of foreclosure on the equity interests of the Issuer Entity or the direct or indirect Equity Interests equity interests of the ObligorsAsset Entities) if any Nonrecoverable Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misfeasance by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At The Special Servicer shall, prior to taking any time of the following actions, (I) notify the occurrence Controlling Class Representative of the Special Servicer's intention to take such action, (II) provide the Controlling Class Representative with copies of documentation relating to its proposed action and during its reasons for determining to take such proposed action, (III) afford the continuance Controlling Class Representative a period of ten Business Days following such notice within which to discuss such action with the Special Servicer and (IV) promptly provide the Controlling Class Representative with all reasonably requested information relating to such action: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an Event REO Property) of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership properties securing such of the direct Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification, amendment or indirect Equity Interests waiver of any Specially Serviced Mortgage Loan; (iii) any proposed sale of a defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Obligors pursuant Trust Fund); (iv) any acceptance of a discounted payoff; (v) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (vi) any release of collateral (other than in accordance with the terms of, or upon satisfaction of, a Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan; (viii) any determination to seek a deficiency judgment against the Transaction DocumentsMortgagor under any Specially Serviced Mortgage Loan; and (ix) any appointment of any Sub-Servicer with respect to any Specially Serviced Mortgage Loan or REO Property. In addition, the Controlling Class Representative shall be entitled to may advise the Special Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if matters as the Controlling Class Representative has objected may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, the Special Servicer shall provide the Controlling Class Representative with any information in writing the Special Servicer's possession with respect to such matters. Any information provided by the Special Servicer under this subsection shall also be provided, in a written format, by the Special Servicer to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer Trustee, who shall be required make it available for review pursuant to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing StandardSection 8.12(b). (b) Notwithstanding anything herein to the contrary, (i) the Special Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from notify any Controlling Class Representative prior to acting, and the provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and selected, (ii) no advice, direction the Special Servicer shall not be required to take or objection from or follow any advice given by the Controlling Class Representative and (iii) notwithstanding any advice given by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Special Servicer will in any event remain obligated to violate applicable law, service and administer the terms Specially Serviced Mortgage Loans and REO Properties in accordance with the other provisions of the Notes or Transaction Documents or any other Section of the Servicing this Agreement, including the Special Servicer’s 's obligation hereunder to act in accordance with the Servicing Standard, . (Bc) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall will have no liability to the Noteholders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing this Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall will not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreementduties. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of NotesCertificates, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of NotesCertificates, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misfeasance by reason of its having acted solely in the interests of the Holders of the Controlling Class Class, and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Tower Site or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsAsset Entities, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) ). (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section provision of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Tower Site or the ownership of any of the direct or indirect Equity Interests equity interests of the Issuer or any of the Obligors Asset Entities (including by way of foreclosure on the equity interests of the Issuer or the direct or indirect Equity Interests equity interests of the ObligorsAsset Entities) if any Nonrecoverable Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misconduct by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following The Special Servicer shall prepare a report (the occurrence "Asset Status Report") recommending the taking of certain actions for each Serviced Mortgage Loan that becomes a Specially Serviced Mortgage Loan and during the continuance of an Event of Default when the Servicer proposes deliver such Asset Status Report to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative and the Master Servicer not later than 45 days after the servicing of such Mortgage Loan is transferred to the Special Servicer. If (i) after 10 Business Days from receipt of an Asset Status Report the Controlling Class Representative does not object to such Asset Status Report or (ii) within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the Special Servicer shall take the recommended actions described in the Asset Status Report. If within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the Special Servicer does not make a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the objection to the Asset Status Report by the Controlling Class Representative. The Special Servicer shall continue to revise the Asset Status Report until, as provided above, (i) the Controlling Class Representative fails to object to the revised Asset Status Report or (ii) the Controlling Class Representative objects to the revised Asset Status Report and the Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders; provided, however, that if the Special Servicer has not taken the recommended actions described in an Asset Status Report in accordance with this paragraph within 90 days of the Controlling Class Representative's receipt of the initial Asset Status Report, the Special Servicer shall take the recommended actions described in the most recent Asset Status Report submitted to the Controlling Class Representative, which Asset Status Report shall be entitled deemed to advise have been approved by the Servicer with respect to such transferControlling Class Representative. In addition, and notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(b), the Special Servicer shall will not be permitted to take, or consent to the Master Servicer's taking, any of the actions identified in clauses (i) through (xii) of this sentence not otherwise specifically covered by an approved Asset Status Report, unless and until the Special Servicer has notified the Controlling Class Representative in writing of the Special Servicer's intent to take such or permit the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten Business Days (or, in the case of any consent to leasing activity at a Mortgaged Property securing a [Seller No. 2] Mortgage Loan as contemplated by clause (viii) below, three Business Days) of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested thereto: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an Administered REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan as comes into and continues in default; (ii) any modification, amendment or waiver of a monetary term (including a change in the timing of payments but excluding the waiver of Default Charges) or any material non-monetary term of a Serviced Mortgage Loan (excluding the waiver of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed in clause (ix) below) of (A) any Performing Serviced Mortgage Loan with a principal balance of $2,500,000 or more (or, if the proposed modification/waiver is an extension of maturity or a waiver of Post-ARD Additional Interest under the circumstances contemplated by Section 3.20(f), any Performing Serviced Mortgage Loan without regard to balance) or (B) any Specially Serviced Mortgage Loan; (iii) any acceptance of a discounted payoff with respect to any Specially Serviced Mortgage Loan; (iv) any determination to bring an Administered REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an Administered REO Property; (v) any release of real property collateral for any Serviced Mortgage Loan (other than in circumstances (A) involving a Performing Serviced Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the release of collateral is not conditioned on obtaining the consent of the lender under the related Mortgage Loan Documents, and other than upon satisfaction of the subject Serviced Mortgage Loan); (vi) any acceptance of substitute or additional real property collateral for a Serviced Mortgage Loan (other than in circumstances (A) involving a Performing Serviced Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the acceptance of the substitute or additional collateral is not conditioned on obtaining the consent of the lender); (vii) any releases of Earn-Out Reserve Funds or related Letters of Credit with respect to a Mortgaged Property securing a Serviced Mortgage Loan (other than in circumstances (A) involving a Performing Serviced Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the release of Earn-Out Reserve Funds or related Letters of Credit is not conditioned on obtaining the consent of the lender); (viii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property securing a Serviced Mortgage Loan, or any consent to leasing activity that affects at least 30,000 square feet at any Mortgaged Property securing a Serviced Mortgage Loan that is a [Seller No. 2] Mortgage Loan, or any consent to leasing activity that affects at least the lesser of 30% of the net rentable area of any Mortgaged Property securing a Serviced Mortgage Loan that is a CGMRC Mortgage Loan or a [Seller No. 3] Mortgage Loan or 30,000 square feet of such Mortgaged Property (other than, in each such case, (A) in circumstances involving a Performing Serviced Mortgage Loan with a principal balance of less than $2,500,000 (or, in the case of a [Seller No. 2] Mortgage Loan and a situation involving leasing activity, $3,000,000) or (B) where the action is not conditioned on obtaining the consent of the lender); (ix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause in any Serviced Mortgage Loan (other than in circumstances involving a Performing Serviced Mortgage Loan with a principal balance of less than $2,500,000); (x) any determination with respect to a Serviced Mortgage Loan with a principal balance of $2,500,000 or more as to whether a default under the related Mortgage Loan Documents arising by reason of any failure on the part of the related Borrower to maintain specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or any failure on the part of the related Borrower to maintain insurance coverage with respect to terrorist or similar acts upon terms no later less favorable than those in place as of the fifth Business Day after notice thereofClosing Date, constitutes an Acceptable Insurance Default; (xi) any waiver of Default Charges with respect to a Serviced Mortgage Loan where there is no Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, to offset the outstanding Advance Interest, property inspection costs or other Additional Trust Fund Expenses with respect to such Mortgage Loan that would otherwise be offset by such Default Charges; provided that this clause (xi) shall not apply to the first such waiver with respect to any Serviced Mortgage Loan; and (xii) any approval of a Borrower incurring unsecured debt in addition to (A) trade receivables, (B) equipment financing and (C) other debt incurred in the ordinary course of business (other than, in each case, (X) in circumstances involving a Mortgage Loan with a principal balance of less than $2,500,000 or (Y) where the action is not conditioned on obtaining the consent of the lender); provided that, with respect to Performing Serviced Mortgage Loans, the 10 Business Days (or, if such written objection has not been received by applicable, three Business Days) within which the Servicer and Controlling Class Representative must object shall coincide with the Indenture Trustee within such ten Special Servicer's 10-Business Day period(or, then if applicable, the three-Business Day) period to object set forth in Sections 3.03(d), 3.08, 3.20(a)(i), 3.20(f) and 3.20(h); and provided, further, that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the Special Servicer may take any such action without waiting for the Controlling Class Representative’s approval shall be deemed to have been given. If 's response; and provided, further, that the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure foregoing rights of the Controlling Class Representative shall not relate to disapprove a request within ten Business Days after its receipt thereof the [Separately Serviced Mortgage Loan] or any [Separately Serviced Mortgage Loan] REO Property; and (y) (1) provided, further, that the passage of 60 days following the Servicer’s delivery of its initial request to Special Servicer shall notify the Controlling Class Representative and (2but shall not require the consent or deemed consent thereof) the determination by the Servicer with regard to any action identified in its reasonable good faith judgment clauses (v) through (vii) of this sentence that the failure Master Servicer or the Special Servicer proposes to implement take that does not require the most recently requested action consent of the Controlling Class Representative pursuant to the terms of such clause. In addition, subject to Section 3.24(b), the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such actions with respect to any Serviced Mortgage Loan or Administered REO Property as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, the Special Servicer shall provide the Controlling Class Representative with any information in the Special Servicer's possession with respect to such matters, including, without limitation, its reasons for determining to take a proposed action; provided that such information shall also be provided, in an electronic format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b) unless making it so available would violate cause material harm to the Servicer’s obligation to act in accordance with interests of the Servicing StandardTrust. (b) Notwithstanding anything herein to the contrary, (i) neither the Special Servicer nor the Master Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection following any resignation or removal of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected selected, and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a)3.24(a) or any other provision of this Agreement, may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer or the Master Servicer to violate applicable law, the terms of the Notes or Transaction Documents any Mortgage Loan or any other Section of the Servicing this Agreement, including the Special Servicer’s obligation 's and Master Servicer's respective obligations to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C) expose the Trust, the Depositor, the Underwriters, the Master Servicer, the Back-Up Manager Special Servicer, any Fiscal Agent or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employeesemployees or agents, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the Special Servicer’s 's or the Master Servicer's responsibilities under the Servicing this Agreement. In additionFurthermore, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network no Asset Status Report shall provide for or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from contemplate the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability action that would otherwise be imposed by reason have any of willful misconductthe effects described in clause (ii)(A), gross negligence or reckless disregard clause (ii)(B), clause (ii)(C) and/or clause (ii)(D) of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. preceding sentence. (c) Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes Certificates or an interest therein, that therein that: (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders Holders and Note Certificate Owners of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class Certificates; and that (v) the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted. (d) If the [Separately Serviced Mortgage Loan] Group becomes specially serviced in accordance with the terms of a [Separately Serviced Mortgage Loan] Servicing Agreement and, pursuant

Certain Rights and Powers of the Controlling Class Representative. (a) At The applicable Special Servicer shall prepare a report (the "Asset Status Report") recommending the taking of certain actions for each Mortgage Loan that becomes a Specially Serviced Mortgage Loan and deliver such Asset Status Report to the Controlling Class Representative and the applicable Master Servicer not later than 45 days after the servicing of such Mortgage Loan is transferred to the applicable Special Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) a summary of the status of such Specially Serviced Mortgage Loan and any time following negotiations with the occurrence related Borrower; (ii) a discussion of the legal and during environmental considerations reasonably known to the continuance applicable Special Servicer (including without limitation by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)), consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained; (iii) the most current rent roll and income or operating statement available for the related Mortgaged Property or Mortgaged Properties; (iv) a summary of the applicable Special Servicer's recommended action with respect to such Specially Serviced Mortgage Loan; (v) the Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation thereof (which the applicable Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and (vi) such other information as the applicable Special Servicer deems relevant in light of the Servicing Standard. If (i) the Controlling Class Representative affirmatively approves in writing an Asset Status Report, (ii) after 10 Business Days from receipt of an Event Asset Status Report the Controlling Class Representative does not object to such Asset Status Report or (iii) within 10 Business Days after receipt of Default when an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the applicable Special Servicer proposes makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders and (if applicable) the RREEF Textron B-Note Holder as a collective whole, the applicable Special Servicer shall take the recommended actions described in the Asset Status Report. If within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to direct such Asset Status Report and the Indenture Trustee applicable Special Servicer does not make a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders and (if applicable) the RREEF Textron B-Note Holder as a collective whole, the applicable Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the objection to transfer the ownership Asset Status Report by the Controlling Class Representative. The applicable Special Servicer shall, subject to Section 3.24(c), revise such Asset Status Report as provided in the prior sentence until the earliest of a Fiber Network or (a) the ownership delivery by the Controlling Class Representative of an affirmative approval in writing of such revised Asset Status Report, (b) the failure of the direct Controlling Class Representative to disapprove such revised Asset Status Report in writing within ten (10) Business Days of its receipt thereof; or indirect Equity Interests (c) the passage of any ninety (90) days from the date of preparation of the Obligors pursuant initial version of the Asset Status Report. Following the earliest of such events, the applicable Special Servicer shall implement the recommended action as outlined in the most recent version of such Asset Status Report (provided that the applicable Special Servicer shall not take any action that is contrary to applicable law or the terms of the Transaction applicable Mortgage Loan Documents). The applicable Special Servicer may, from time to time, subject to Section 3.24(c), modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, reviewed and either approved or not rejected as provided above. Notwithstanding the prior paragraph, the applicable Special Servicer may take any action set forth in an Asset Status Report before the expiration of the ten (10) Business Day period during which the Controlling Class Representative may reject such report if (A) the applicable Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders and (B) it has made a reasonable effort to contact the Controlling Class Representative. The applicable Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with the Servicing Standard. If the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the applicable Special Servicer shall promptly notify the Controlling Class Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor. The applicable Special Servicer shall deliver to the applicable Master Servicer, the Controlling Class Representative and each Rating Agency a copy of each Asset Status Report that has been adopted as provided above, in each case with reasonable promptness following such adoption. The RREEF Textron Special Servicer shall be entitled deliver to advise the Servicer with respect to such transferapplicable Master Servicer, the Controlling Class Representative and each Rating Agency any comparable report contemplated by the final sentence of Section 3.24(c). (b) In addition, notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(c), the applicable Special Servicer shall will not be permitted to take, or consent to the applicable Master Servicer's taking, any of the actions identified in clauses (i) through (xi) of this sentence not otherwise specifically covered by an approved Asset Status Report, unless and until the applicable Special Servicer has notified the Controlling Class Representative in writing of the applicable Special Servicer's intent to take such or permit the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably (and, in the case of a proposed action for which the applicable Master Servicer has requested no later than approval from the fifth Business Day after notice thereof; provided that if applicable Special Servicer, such written objection has not been received by the shorter period during which such Special Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed is initially entitled to have been given. If the Controlling Class Representative affirmatively approves or is withhold consent without being deemed to have approved the action): (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan as comes into and continues in writing such default; (ii) any modification, amendment or waiver of a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such monetary term (including a request within the ten Business Day period referred to change in the preceding paragraphtiming of payments but excluding the waiver of Default Charges) or any non-monetary term (excluding the waiver of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed in clause (ix) below) of (A) any Mortgage Loan that is not a Specially Serviced Mortgage Loan and has a principal balance of $2,500,000 or more (or, if the Servicer must proposed modification/waiver is an extension of maturity or a waiver of Post-ARD Additional Interest under the circumstances contemplated by Section 3.20(f), any such Mortgage Loan without regard to balance) or (unless it withdraws the requestB) revise the request and deliver any Specially Serviced Mortgage Loan; (iii) any acceptance of a discounted payoff with respect to the Controlling Class Representative a revised request promptly and any Specially Serviced Mortgage Loan; (iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (v) any release of collateral for any Mortgage Loan (except that in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of circumstances where either (x) both (A) the failure relevant Mortgage Loan is not a Specially Serviced Mortgage Loan and has an outstanding principal balance of less than $2,500,000 and (B) the release of collateral is not conditioned on obtaining the consent of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and lender under the related Mortgage Loan Documents, or (y) the release of collateral is made upon a satisfaction of the subject Mortgage Loan, the consent of (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the or failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (bobject by) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed constitute a condition to the taking of or consent to such action by reason the Special Servicer but the Special Servicer shall deliver notice of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that such action to the Controlling Class Representative may have special relationships simultaneously with or promptly following its taking or consenting to such action); (vi) any acceptance of substitute or additional collateral for a Mortgage Loan (except that in circumstances where either (x) the relevant Mortgage Loan is not a Specially Serviced Mortgage Loan and interests that conflict with those has an outstanding principal balance of Noteholders and Note Owners of one less than $2,500,000 or more Classes of Notes, that (y) the Controlling Class Representative may act solely in the interests acceptance of the Noteholders and Note Owners substitute or additional collateral is not conditioned on obtaining the consent of the Controlling Classlender, that the Controlling Class Representative does not have any duties consent of (or failure to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that object by) the Controlling Class Representative shall not be deemed constitute a condition to have been grossly negligent the taking of or reckless, or consent to have acted in bad faith or engaged in willful misconduct, such action by reason the Special Servicer but the Special Servicer shall deliver notice of its having acted solely in the interests of the Controlling Class and that such action to the Controlling Class Representative shall have no liability whatsoever for having so actedsimultaneously with or promptly following its taking or consenting to such action); (vii) any releases of any Letters of Credit, and no Noteholder may take any action whatsoever against Reserve Funds or other Additional Collateral with respect to a Mortgaged Property (except that in circumstances where either (x) the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.relevant Mortgage Loan is not a

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) . (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected selected, and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Tower Site or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsAsset Entities, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given). If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall will implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Tower Site or the ownership of any of the direct or indirect Equity Interests equity interests of the Issuer or any of the Obligors Asset Entities (including by way of foreclosure on the equity interests of the Issuer or the direct or indirect Equity Interests equity interests of the ObligorsAsset Entities) if any Nonrecoverable Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misfeasance by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following No later than thirty (30) days after a Servicing Transfer Event for a Specially Serviced Mortgage Loan, the occurrence Special Servicer shall, subject to Section 3.24(b), deliver to each Rating Agency, the Trustee and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled to advise a report (the Servicer "Asset Status Report") with respect to such transfer, Mortgage Loan and notwithstanding anything in any other Section of this Base Indenture the related Mortgaged Property. Such Asset Status Report shall include the following information to the contrary, but in all cases subject to Section 10.06(b), extent reasonably determinable: (i) a summary of the Servicer shall not be permitted to take status of such action if Specially Serviced Mortgage Loan; (ii) a discussion of the Controlling Class Representative has objected in writing legal and environmental considerations reasonably known to the Servicer Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the Indenture Trustee within ten Business Days enforcement of having any related guaranties or other collateral for such Specially Serviced Mortgage Loan and whether outside legal counsel has been notified thereof retained; (iii) the most current rent roll and having been provided income or operating statement available for the related Mortgaged Property; (iv) the Appraised Value of the related Mortgaged Property, together with information the assumptions used in the calculation thereof; (v) a summary of the Special Servicer's recommended action with respect thereto reasonably requested no later than to such Specially Serviced Mortgage Loan; and (vi) such other information as the fifth Business Day after notice thereof; provided that if such written objection has not been received by Special Servicer deems relevant in light of the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was soughtServicing Standard. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraphan Asset Status Report, the Controlling Class Representative shall, within ten (10) Business Days of receiving such Asset Status Report, provide notice in writing to the Special Servicer must (unless it withdraws of such disapproval, and the request) Special Servicer shall, subject to Section 3.24(b), revise the request such Asset Status Report and deliver to the Controlling Class Representative Representative, the Trustee and the Rating Agencies a revised request promptly and new Asset Status Report as soon as practicable, but in any no event within 30 later than thirty (30) days after such disapproval. The If the Controlling Class Representative does not disapprove of an Asset Status Report within such ten (10) Business Day period, the Special Servicer shall be required to implement the recommended action for which approval was most recently requested as outlined in such Asset Status Report (unless provided that the Special Servicer shall not take any action that is contrary to applicable law or the terms of the applicable loan documents). The Special Servicer shall, subject to Section 3.24(b), revise such request was withdrawn by Asset Status Report as provided above in this paragraph until the Servicer) upon the earlier earliest of (xa) the failure of the Controlling Class Representative to disapprove a request such revised Asset Status Report in writing within ten (10) Business Days after of its receipt thereof and thereof; (yb) a determination by the Special Servicer, as set forth below, that any affirmative disapproval of an Asset Status Report is not in the best interest of all the Certificateholders pursuant to the Servicing Standard or (1c) the passage of 60 seventy (70) days following from the Servicer’s delivery date of its initial request preparation of the first version of the Asset Status Report. The Special Servicer may, from time to time, subject to Section 3.24(b), modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, reviewed and not rejected as provided above. Notwithstanding the prior paragraph, the Special Servicer may: (i) take any action set forth in an Asset Status Report before the expiration of the ten (10) Business Day period during which the Controlling Class Representative may reject such report if (A) the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders and (2B) it has made a reasonable effort to contact the Controlling Class Representative; and (ii) determine whether any affirmative disapproval of an Asset Status Report is not in the best interest of all the Certificateholders pursuant to the Servicing Standard. Upon making any such determination referred to in clause (ii) of the prior sentence, the Special Servicer shall notify the Trustee of such determination and deliver to the Trustee a proposed notice to Certificateholders which is to include a copy of the relevant Asset Status Report. The Trustee shall thereupon send such notice to all Certificateholders; and, if the Holders of Certificates representing a majority of the Voting Rights fail, within ten (10) Business Days of the Trustee's sending such notice, to reject such Asset Status Report, the Special Servicer shall implement the same. If the Asset Status Report is rejected within such ten (10) Business Day period by the Holders of Certificates representing a majority of the Voting Rights, the Special Servicer in its shall, subject to Section 3.24(b), revise such Asset Status Report as described above. The Trustee shall be entitled to reimbursement from the Trust for the reasonable good faith judgment out-of-pocket expenses of providing such notices. The Special Servicer may not take any action inconsistent with an Asset Status Report that the failure to implement the most recently requested has been adopted as described above, unless such action would violate the Servicer’s obligation be required in order to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, any action recommended by the Special Servicer in an Asset Status Report (or any revision thereof) shall be consistent with the Servicing Standard and the other sections of this Agreement, and the Controlling Class Representative may not direct the Special Servicer to act in any manner (and the Special Servicer shall disregard any such direction) that would: (i) require or cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this Agreement, including the Special Servicer's obligation to act in accordance with the Servicing Standard; or (ii) result in an Adverse REMIC Event or an Adverse Grantor Trust Event; or (iii) expose the Master Servicer, the Special Servicer, the Depositor, any Mortgage Loan Seller, the Trust, the Trustee or their Affiliates, officers, directors, employees or agents to any claim, suit or liability; or (iv) materially expand the scope of the Special Servicer's, the Master Servicer's or the Trustee's responsibilities under this Agreement. In addition, the Special Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from notify any Controlling Class Representative prior to acting, and the provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and selected. (iic) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall will have no liability to the Noteholders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing this Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall will not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations or duties under the Servicing Agreement or the Back-Up Management Agreementduties. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of NotesCertificates, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of NotesCertificates, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconductmisfeasance, by reason of its having acted solely in the interests of the Holders of the Controlling Class Class, and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network the IP Address Assets or the ownership of the direct or indirect Equity Interests of any of the Obligors Issuer pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network IP Address Asset or the ownership of any of the direct or indirect Equity Interests of any of the Obligors Issuer (including by way of foreclosure on the direct or indirect Equity Interests of the ObligorsIssuer) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative Representative, or the Majority Controlling Class, as applicable, for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Wireless Site Asset or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsObligors, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) ). (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Wireless Site Asset or the ownership of any of the direct or indirect Equity Interests equity interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests equity interests of the Obligors) if any Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misfeasance by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Data Center or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsAsset Entities, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten 10 Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten 10 Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given). If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall will implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten 10 Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall will be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten 10 Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section provision of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Data Center or the ownership of any of the direct or indirect Equity Interests equity or partnership interests of the Issuer or any of the Obligors Asset Entities (including by way of foreclosure on the equity interests of the Issuer or the direct or indirect Equity Interests equity interests of the ObligorsAsset Entities) if any Nonrecoverable Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misconduct by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following The applicable Special Servicer shall prepare a report (the occurrence "Asset Status Report") recommending the taking of certain actions for each Mortgage Loan that becomes a Specially Serviced Mortgage Loan and during the continuance of an Event of Default when the Servicer proposes deliver such Asset Status Report to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative shall be entitled and the applicable Master Servicer not later than 45 days after the servicing of such Mortgage Loan is transferred to advise the Servicer such Special Servicer; provided, however, that with respect to the 622 Third Avenue Loan and the Washington Center Loan, the applicable Xxxxxxx Xxxxxxxx shall prepare the Asset Status Report in accordance with Section 3.27. If (i) after 10 Business Days from receipt of an Asset Status Report the Controlling Class Representative does not object to such transferAsset Status Report or (ii) within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the applicable Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the applicable Special Servicer shall take the recommended actions described in the Asset Status Report. If within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the applicable Special Servicer does not make a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the objection to the Asset Status Report by the Controlling Class Representative. The applicable Special Servicer shall continue to revise the Asset Status Report until, as provided above, (i) the Controlling Class Representative fails to object to the revised Asset Status Report or (ii) the Controlling Class Representative objects to the revised Asset Status Report and the applicable Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders; provided, however, that if the applicable Special Servicer has not taken the recommended actions described in an Asset Status Report in accordance with this paragraph within 90 days of the Controlling Class Representative's receipt of the initial Asset Status Report, the applicable Special Servicer shall take the recommended actions described in the most recent Asset Status Report submitted to the Controlling Class Representative, which Asset Status Report shall be deemed to have been approved by the Controlling Class Representative. If the applicable Special Servicer makes a determination in accordance with the Servicing Standard that it should take a materially different action than was previously approved in an Asset Status Report, it shall submit a revised Asset Status Report setting forth its proposed action in accordance with this Section 3.24(a), In addition, notwithstanding anything in any other Section of this Base Indenture Agreement to the contrarycontrary (except in the case of the 622 Third Avenue Loan and the Washington Center Loan in which case Sexxxxx 0.00 xxxxx control the preparation of the Asset Status Report with respect to the related Mortgage Loan and the actions the applicable Master Servicer and Special Servicer are permitted to take with respect thereto), but in all cases subject to Section 10.06(b3.24(b), the applicable Special Servicer shall will not be permitted to take, or consent to the applicable Master Servicer's taking, any of the actions identified in clauses (i) through (xi) of this sentence not otherwise specifically covered by an approved Asset Status Report, unless and until the applicable Special Servicer has notified the Controlling Class Representative in writing of such Special Servicer's intent to take such or permit the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten Business Days (or, in the case of any consent to leasing activity at a Mortgaged Property securing a KeyBank Mortgage Loan or NCBFSB Mortgage Loan as contemplated by clause (viii) below, 3 Business Days) of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested thereto: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan as comes into and continues in default; (ii) any modification, amendment or waiver of a monetary term (including a change in the timing of payments but excluding the waiver of Default Charges) or any material non-monetary term (excluding the waiver of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed in clause (ix) below) of (A) any Performing Mortgage Loan with a principal balance of $2,500,000 or more (or, if the proposed modification/waiver is an extension of maturity or a waiver of Post-ARD Additional Interest under the circumstances contemplated by Section 3.20(f), any Performing Mortgage Loan without regard to balance) or (B) any Specially Serviced Mortgage Loan; (iii) any acceptance of a discounted payoff with respect to any Specially Serviced Mortgage Loan; (iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (v) any release of real property collateral for any Mortgage Loan (other than in circumstances (A) involving a Performing Mortgage Loan with a principal balance of less than $2,500,000, (B) where the release of collateral is not conditioned on obtaining the consent of the lender under the related Mortgage Loan Documents (in which event the applicable Master Servicer or Special Servicer, as appropriate, shall notify the Controlling Class Representative in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action) or (C) set forth in Section 3.20(g)(iii), and other than upon satisfaction of the subject Mortgage Loan); (vi) any acceptance of substitute or additional real property collateral for a Mortgage Loan (other than in circumstances involving (A) a Performing Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the acceptance of the substitute or additional collateral is not conditioned on obtaining the consent of the lender (in which event the applicable Master Servicer or Special Servicer, as appropriate, shall notify the Controlling Class Representative in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action)); (vii) any releases of Earn-Out Reserve Funds or related Letters of Credit with respect to a Mortgaged Property (other than in circumstances involving (A) a Performing Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the release of Earn-Out Reserve Funds or related Letters of Credit is not conditioned on obtaining the consent of the lender (in which event the applicable Master Servicer or Special Servicer, as appropriate, shall notify the Controlling Class Representative in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action)); (viii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property securing a Mortgage Loan, any termination or change, or consent to the termination or change, of the franchise for any Mortgaged Property operated as a hospitality property, or any consent to leasing activity that affects at least 30,000 square feet at any Mortgaged Property securing a Mortgage Loan that is a KeyBank Mortgage Loan or NCBFSB Mortgage Loan, or any consent to leasing activity that affects at least the lesser of 30% of the net rentable area of any Mortgaged Property securing a Mortgage Loan that is not a KeyBank Mortgage Loan or NCBFSB Mortgage Loan or 30,000 square feet of such Mortgaged Property (other than, in each such case, (A) in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 (or, in the case of a KeyBank Mortgage Loan or NCBFSB Mortgage Loan and a situation involving leasing activity, $3,000,000) or (B) where the action is not conditioned on obtaining the consent of the lender or (C) with respect to a termination or replacement of a property manager with respect to any residential cooperative property) or; (ix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause in any Mortgage Loan (other than in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 or, in the case of the waiver of a "due-on-encumbrance" clause, a Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions are satisfied (in which event the applicable Master Servicer shall, at least five (5) days prior to taking such action, provide the Controlling Class Representative with written notice of such Master Servicer's intent to take such action, which notice shall describe the circumstances of such action, including all information necessary for the Controlling Class Representative to determine whether the NCBFSB Subordinate Debt Conditions have been satisfied)); (x) with respect to any Mortgage Loan with a Stated Principal Balance of $2,500,000 or more, any waiver of insurance required to be maintained under the related Mortgage Loan Documents; and (xi) any waiver of Default Charges where there is no later than Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, to offset the fifth Business Day after notice thereofoutstanding Advance Interest, property inspection costs or other Additional Trust Fund Expenses with respect to the related Mortgage Loan that would otherwise be offset by such Default Charges; provided that this clause (xi) shall not apply to the first such waiver with respect to any Mortgage Loan; provided, that with respect to Performing Mortgage Loans, the 10 Business Days (or, if such written objection has not been received by applicable, three Business Days) within which the Servicer and Controlling Class Representative must object shall coincide with the Indenture Trustee within such ten Special Servicer's 10-Business Day period(or, then if applicable, the three-Business Day) period to object set forth in Sections 3.03(d), 3.08, 3.20(a)(i), 3.20(f) and 3.20(h); and provided, further, that, in the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the applicable Special Servicer may take any such action without waiting for the Controlling Class Representative’s approval shall be deemed to have been given. If 's response; and provided, further, that the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure foregoing rights of the Controlling Class Representative shall not relate to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following Great Lakes Crossing Mortgage Loan or any Great Lakes Crossing REO Property; provided, further, that the Servicer’s delivery of its initial request to Special Servicer shall notify the Controlling Class Representative and (2but shall not require the consent or deemed consent thereof) the determination by the Servicer with regard to any action identified in its reasonable good faith judgment clauses (v) through (vii) of this sentence that the failure Master Servicer or the Special Servicer proposes to implement take that does not require the most recently requested action would violate consent of the Controlling Class Representative pursuant to the terms of such clause. In addition, subject to Section 3.24(b), the Controlling Class Representative may direct each Special Servicer to take, or to refrain from taking, such actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, each Special Servicer shall provide the Controlling Class Representative with any information in such Special Servicer’s obligation 's possession with respect to act in accordance with the Servicing Standardsuch matters, including, without limitation, its reasons for determining to take a proposed action. (b) Notwithstanding anything herein to the contrary, : (i) the no Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and the provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following any such resignation or removal of a Controlling Class Representative until a replacement is selected selected; and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may (and each Master Servicer and Special Servicer shall ignore and act without regard to any such advice, direction or objection that such Master Servicer or Special Servicer, as the case may be, has determined, in its reasonable, good faith judgment, would) (A) require or cause the a Master Servicer or such Special Servicer to violate applicable law, the terms of the Notes or Transaction Documents any Mortgage Loan or any other Section of the Servicing this Agreement, including the such Master Servicer’s 's or Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any Trust REMIC or an Adverse Grantor Trust Event with respect to the Grantor Trust, (C) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, any Fiscal Agent, the Back-Up Manager or the Indenture Trustee, Trustee or any of their respective Affiliates, members, managers, officers, directors, membersemployees or agents, managers, employees, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the a Master Servicer’s 's or Special Servicer's responsibilities under the Servicing this Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors . (including by way of foreclosure on the direct or indirect Equity Interests of the Obligorsc) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that that: (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class Certificates; and that (v) the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the The Controlling Class Representative shall will be entitled to advise the applicable Special Servicer with respect to such transferSpecial Servicer's taking, and or consenting to the applicable Master Servicer's taking, any of the actions identified in clauses (i) through (ix) of the following sentence. In addition, notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(b), the applicable Special Servicer shall will not be permitted to take, or consent to the applicable Master Servicer's taking, any of the actions identified in clauses (i) through (ix) of this sentence, unless and until the applicable Special Servicer has notified the Controlling Class Representative in writing of the applicable Special Servicer's intent to take such or permit the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten five Business Days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested no later thereto: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan as comes into and continues in default; (ii) any modification, amendment or waiver of a monetary term (including a change in the timing of payments but excluding the waiver of Default Charges) or any material non-monetary term (excluding the waiver of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed in clause (ix) below) of a Mortgage Loan; (iii) any proposed sale of an REO Property (other than in connection with the termination of the Trust Fund) for less than the fifth Business Day after notice thereofPurchase Price; (iv) any acceptance of a discounted payoff with respect to a Specially Serviced Mortgage Loan; (v) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (vi) any release of collateral for a Mortgage Loan (other than in accordance with the terms of, or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Specially Serviced Mortgage Loan (other than in accordance with the terms of such Mortgage Loan); (viii) any releases of Earn-Out Reserve Funds or related Letters of Credit with respect to a Mortgaged Property; and (ix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause in any Mortgage Loan (other than the waiver of a "due-on-encumbrance" clause under a Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions are satisfied); provided that, in the event that if the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the applicable Special Servicer may take any such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then action without waiting for the Controlling Class Representative’s approval shall be deemed 's response. In addition, subject to have been given. If Section 3.24(b), the Controlling Class Representative affirmatively approves may direct each Special Servicer to take, or is deemed to have approved in writing refrain from taking, such a request, the Servicer shall implement the action for which approval was sought. If actions as the Controlling Class Representative disapproves of such a request within the ten Business Day period referred may deem advisable or as to in the preceding paragraphwhich provision is otherwise made herein. Upon reasonable request, the each Special Servicer must (unless it withdraws the request) revise the request and deliver to shall provide the Controlling Class Representative with any information in such Special Servicer's possession with respect to such matters, including, without limitation, its reasons for determining to take a revised request promptly and proposed action; provided that such information shall also be provided, in any event within 30 days after such disapprovala written format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b). The applicable Master Servicer or the applicable Special Servicer, as applicable, shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of notify the Controlling Class Representative to disapprove of any release or substitution of collateral for a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act Mortgage Loan even if such release or substitution is in accordance with the Servicing Standardsuch Mortgage Loan. (b) Notwithstanding anything herein to the contrary, (i) the no Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and the provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected selected, and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may (and each Special Servicer shall ignore and act without regard to any such advice, direction or objection that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause the such Special Servicer to violate applicable law, the terms of the Notes or Transaction Documents any Mortgage Loan or any other Section of the Servicing this Agreement, including the such Special Servicer’s 's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, any Fiscal Agent, the Back-Up Manager or the Indenture Trustee, Trustee or any of their respective Affiliates, members, managers, officers, directors, membersemployees or agents, managers, employees, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the a Master Servicer’s 's or Special Servicer's responsibilities under the Servicing this Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors . (including by way of foreclosure on the direct or indirect Equity Interests of the Obligorsc) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that that: (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class Certificates; and that (v) the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the The Controlling Class Representative shall will be entitled to advise the Special Servicer with respect to such transferthe following actions of the Special Servicer, and notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(b), the Special Servicer shall will --------------- not be permitted to take such action if (and to the extent that the Servicer is prohibited from taking any of the following actions without the consent of the Special Servicer, the Special Servicer, will not be permitted to consent to the Servicer's taking) any of the following actions as to which the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof in writing and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such -------- written objection has not been received by the Special Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s 's approval shall will be deemed to have been given): (i) any commencement of a foreclosure proceeding (whether judicial or non-judicial) or foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of a Mortgaged Property securing the Mortgage Loan when it is a Specially Serviced Loan at any time before the date that is five (5) years before the Rated Final Distribution Date; (ii) any modification, amendment or waiver of a monetary term (excluding amounts payable as Servicer compensation) under, or other agreement to forebear from the exercise of any rights or remedies with respect to, the Mortgage Loan; (iii) any proposed sale of an REO Property; (iv) any determination to bring an REO Property into compliance with applicable Environmental Laws or to otherwise address Hazardous Materials located at such REO Property; (v) any release of collateral, including any release or waiver of any guaranty (other than in accordance with the terms of, or upon satisfaction of, the Mortgage Loan); (vi) any acceptance of substitute or additional collateral for the Mortgage Loan (other than in accordance with the terms of the Mortgage Loan); (vii) any determination to seek a deficiency judgment against the Borrower when the Mortgage Loan is a Specially Serviced Loan or commence any proceeding against any guarantor of the Mortgage Loan or the Borrower's obligations thereunder; (viii) the release of any casualty or condemnation award to the Borrower or the application of any such award to the restoration or repair of a Mortgaged Property, except as and to the extent required under the terms of the Mortgage Loan; and (ix) any consent to the transfer by the Borrower of a Mortgaged Property (other than in accordance with the terms of the Mortgage Loan). If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Special Servicer shall will implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten (10) Business Day period referred to in the preceding paragraph, the Special Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Special Servicer shall will be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (xi) the failure of the Controlling Class Representative to disapprove a request within ten (10) Business Days after its receipt thereof and (y) (1ii) the passage of 60 days following the Special Servicer’s 's delivery of its initial request to the Controlling Class Representative. In addition, subject to Section 3.24(b), the Controlling Class --------------- Representative and (2may direct the Special Servicer to take, or to refrain from taking, such actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, the Special Servicer shall provide the Controlling Class Representative with any information in the Special Servicer's possession with respect to such matters, including, without limitation, its reasons for determining to take a proposed action; provided, that such information shall also be provided, in a written -------- format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b) unless making it so available would cause material harm to the determination by --------------- interests of the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing StandardTrust. (b) Notwithstanding anything herein to the contrary, (i) the Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may --------------- (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer to violate applicable law, the terms of the Notes or Transaction Documents or Mortgage Loan, any other Section of this Agreement or any provision of the Servicing AgreementREMIC Provisions, including the Special Servicer’s 's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to the REMIC Pool, (C) expose the Trust, the Depositor, the Initial Purchasers, the Servicer, the Back-Up Manager or Special Servicer, the Indenture Fiscal Agent, the Tax Administrator, the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employeesemployees or agents, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the Special Servicer’s 's responsibilities under the Servicing this Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors . (including by way of foreclosure on the direct or indirect Equity Interests of the Obligorsc) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall will have no liability to the Noteholders Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing this Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall will not -------- ------- be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreementwillful misconduct. Each Noteholder Certificateholder and Note Certificate Owner acknowledges and agrees, by its acceptance of its Notes Certificates or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders Holders and Note Certificate Owners of one or more Classes of NotesCertificates, that the Controlling Class Representative may act solely in the interests of the Noteholders Holders and Note Certificate Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders Holders and Note Certificate Owners of any -104- Class of Notes Certificates other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders Holders and Note Certificate Owners of the Controlling Class over the interests of the Noteholders Holders and Note Certificate Owners of one or more other Classes of NotesCertificates, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or recklessnegligent, or to have acted in bad faith or engaged in willful misconduct, misfeasance or willful misconduct by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the The Controlling Class Representative shall will be entitled to advise the Special Servicer with respect to such transferthe Special Servicer's taking, and or consenting to the Master Servicer's taking, any of the actions identified in clauses (i) through (x) of the following sentence. In addition, notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.20(g) and Section 3.24(b), the Special Servicer shall will not be permitted to take, or consent to the Master Servicer's taking, any of the actions identified in clauses (i) through (x) of this sentence, unless and until the Special Servicer has notified the Controlling Class Representative in writing of the Special Servicer's intent to take such the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten five Business Days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested no later thereto: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Mortgage Loan; (iii) any proposed sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than the fifth Business Day after notice thereofPurchase Price; (iv) any acceptance of a discounted payoff with respect to a Specially Serviced Mortgage Loan; (v) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (vi) any release of collateral for a Mortgage Loan (other than in accordance with the terms of, or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan (other than in accordance with the terms of such Mortgage Loan); (viii) any management company or franchise change with respect to any Mortgaged Property; (ix) any releases of earn-out reserves or related Letters of Credit with respect to a Mortgage Property; and (x) any waiver of a due-on-sale or due-on-encumbrance clause in any Mortgage Loan. provided that, in the event that if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the Special Servicer may take any such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then action without waiting for the Controlling Class Representative’s approval 's response; and provided, further, that this Section 3.24(a) shall be deemed in no event apply to have been giventhe Crystal Pavilion/Xxxxx Building Mortgage Loan or any related REO Property. If In addition, subject to Section 3.24(b), the Controlling Class Representative affirmatively approves may direct the Special Servicer to take, or is deemed to have approved in writing refrain from taking, such a request, the Servicer shall implement the action for which approval was sought. If actions as the Controlling Class Representative disapproves of such a request within the ten Business Day period referred may deem advisable or as to in the preceding paragraphwhich provision is otherwise made herein. Upon reasonable request, the Special Servicer must (unless it withdraws the request) revise the request and deliver to shall provide the Controlling Class Representative with any information in the Special Servicer's possession with respect to such matters, including, without limitation, its reasons for determining to take a revised request promptly and proposed action; provided that such information shall also be provided, in any event within 30 days after such disapprovala written format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b). The Master Servicer or the Special Servicer, as applicable, shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of notify the Controlling Class Representative to disapprove of any release or substitution of collateral for a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act Mortgage Loan even if such release or substitution is in accordance with the Servicing Standardsuch Mortgage Loan. (b) Notwithstanding anything herein to the contrary, (i) the Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and the provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected selected, and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer to violate applicable law, the terms of the Notes or Transaction Documents any Mortgage Loan or any other Section of the Servicing this Agreement, including the Special Servicer’s 's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C) expose the Trust, the Depositor, the Master Servicer, the Back-Up Manager or Special Servicer, any Fiscal Agent, the Indenture Trustee, or any of their respective Affiliates, members, managers, officers, directors, membersemployees or agents, managers, employees, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the Master Servicer’s 's or the Special Servicer's responsibilities under the Servicing this Agreement. In additionFurthermore, the Special Servicer shall not be obligated to obtain the approval of the Controlling Class Representative for any actions to be taken by the Special Servicer with respect to any particular Mortgage Loan if (i) the Special Servicer has, in accordance with Section 3.24(a), notified the Controlling Class Representative in writing of the various actions that the Special Servicer proposes to take with respect to the work-out or liquidation of such Mortgage Loan and has provided the Controlling Class Representative with all information reasonably requested by the Controlling Class Representative with respect to such actions, and (ii) for 30 days following its receipt of the initial proposal and any supporting information, the Controlling Class Representative may not prevent has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance considers to be consistent with the Servicing Standard that such transfer would be in the best interest of the Noteholders Standard. (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. c) Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that that: (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class Certificates; and that (v) the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the The Controlling Class Representative shall will be entitled to advise the Special Servicer with respect to such transferthe following actions of the Special Servicer, and notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(b), the Special Servicer shall will not be permitted to take such action if any of the following actions unless and until it has notified the Controlling Class Representative in writing and the Controlling Class Representative has not objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; (provided that if such written objection has not been received by the Special Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s 's approval shall will be deemed to have been given): (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Mortgage Loan; (iii) any proposed sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff; (v) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (vi) any release of collateral for a Mortgage Loan (other than in accordance with the terms of, or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan (other than in accordance with the terms of such Mortgage Loan); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause; and (ix) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan; provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the Special Servicer may take any such action without waiting for the Controlling Class Representative's response. If In addition, the Controlling Class Representative affirmatively approves may direct the Special Servicer to take, or is deemed to have approved in writing refrain from taking, such a request, the Servicer shall implement the action for which approval was sought. If actions as the Controlling Class Representative disapproves of such a request within the ten Business Day period referred may deem advisable or as to in the preceding paragraphwhich provision is otherwise made herein subject to Section 3.24(b). Upon reasonable request, the Special Servicer must (unless it withdraws the request) revise the request and deliver to shall provide the Controlling Class Representative with any information in the Special Servicer's possession with respect to such matters, including, without limitation, its reasons for determining to take a revised request promptly proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b). Each of the Master Servicer and in any event within 30 days after such disapproval. The the Special Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of notify the Controlling Class Representative to disapprove of any release or substitution of collateral for a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act Mortgage Loan even if such release or substitution is in accordance with the Servicing Standardsuch Mortgage Loan. (b) Notwithstanding anything herein to the contrary, (i) the Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may (and the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan, any provision of this Agreement or the Notes or Transaction Documents or any other Section of the Servicing AgreementREMIC Provisions, including the Special Servicer’s 's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C) expose the Trust. the Depositor, the Master Servicer, the Back-Up Manager Special Servicer, any Fiscal Agent, the Tax Administrator or the Indenture Trustee, or any of their respective Affiliates, officers, directors, membersemployees or agents, managers, employees, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the Special Servicer’s 's responsibilities under the Servicing this Agreement. In additionFurthermore, the Special Servicer shall not be obligated to obtain the approval of the Controlling Class Representative for any actions to be taken by the Special Servicer with respect to any particular Mortgage Loan if (i) the Special Servicer has, in accordance with Section 3.24(a), notified the Controlling Class Representative in writing of the various actions that the Special Servicer proposes to take with respect to the work-out or liquidation of such Mortgage Loan and (ii) for 60 days following the first such notice, the Controlling Class Representative may not prevent has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance considers to be consistent with the Servicing Standard that such transfer would be in the best interest of the Noteholders Standard. (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. c) Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of NotesCertificates, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of NotesCertificates, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At For so long as the Mortgage Loan is a Specially Serviced Mortgage Loan, and at any other time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership take an action of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documentstype described in clause (i) below, the Controlling Class Representative shall will be entitled to advise the Servicer with respect to such transferthe following actions of the Servicer, and notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(b3.24(b), the Servicer shall will not be permitted to take such action if any of the following actions as to which the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested and available to the Servicer no later than the fifth Business Day after notice thereof; thereof (provided that that, if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given): (i) subject to Section 3.09, any commencement of a foreclosure proceeding or foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of a Site (or of the ownership of the Equity Interests of any of the Borrower(s) or Guarantor) securing the Mortgage Loan; (ii) any modification of any monetary or material non-monetary term of the Mortgage Loan; (iii) any proposed sale of an REO Property for less than the applicable Allocated Loan Amount; (iv) any release of collateral (other than in accordance with the terms of or upon satisfaction of the Mortgage Loan); or (v) any waiver of the “due-on-sale” or “due-on-encumbrance” provisions of the Mortgage Loan. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall will implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten (10) Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall will be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten (10) Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. In addition, subject to Section 3.24(b), so long as the Mortgage Loan is a Specially Serviced Mortgage Loan, the Controlling Class Representative may direct the Servicer to take, or to refrain from taking, such actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, the Servicer shall provide the Controlling Class Representative with any information in the Servicer’s possession with respect to such matters, including, without limitation, its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.12(b) unless making it so available would cause material harm to the interests of the Trust. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing this Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a3.24(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents Mortgage Loan or any other Section of the Servicing this Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) result in an Adverse Tax Status Event, (C) expose the Trust, the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Trustee, to any material claim, suit or liability, or (CD) materially expand the scope of the Servicer’s responsibilities under the Servicing this Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring foreclosing upon or otherwise comparably converting the ownership of a Fiber Network or properties securing the ownership of any of the direct or indirect Equity Interests of any of the Obligors Mortgage Loan (including by way of foreclosure on the direct or indirect Equity Interests of the ObligorsBorrowers or the Guarantor) if the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (Certificateholders taken as a whole). . (c) The Controlling Class Representative shall will have no liability to the Noteholders Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing this Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall will not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management this Agreement. Each Noteholder Certificateholder and Note Certificate Owner acknowledges and agrees, by its acceptance of its Notes Certificates or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders Holders and Note Certificate Owners of one or more Classes of NotesCertificates, that the Controlling Class Representative may act solely in the interests of the Noteholders Holders and Note Certificate Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders Holders and Note Certificate Owners of any Class of Notes Certificates other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders Holders and Note Certificate Owners of the Controlling Class over the interests of the Noteholders Holders and Note Certificate Owners of one or more other Classes of NotesCertificates, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or recklessnegligent, or to have acted in bad faith or engaged in willful misconduct, misfeasance by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following The applicable Special Servicer shall prepare a report (the occurrence "ASSET STATUS REPORT") recommending the taking of certain actions for each Mortgage Loan that becomes a Specially Serviced Mortgage Loan and during the continuance of an Event of Default when the Servicer proposes deliver such Asset Status Report to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative and the applicable Master Servicer not later than 45 days after the servicing of such Mortgage Loan is transferred to such Special Servicer. If (i) after 10 Business Days from receipt of an Asset Status Report the Controlling Class Representative does not object to such Asset Status Report or (ii) within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the applicable Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the applicable Special Servicer shall take the recommended actions described in the Asset Status Report. If within 10 Business Days after receipt of an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and the applicable Special Servicer does not make a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders, the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the objection to the Asset Status Report by the Controlling Class Representative. The applicable Special Servicer shall continue to revise the Asset Status Report until, as provided above, (i) the Controlling Class Representative fails to object to the revised Asset Status Report or (ii) the Controlling Class Representative objects to the revised Asset Status Report and the applicable Special Servicer makes a determination in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders; PROVIDED, HOWEVER, that if the applicable Special Servicer has not taken the recommended actions described in an Asset Status Report in accordance with this paragraph within 90 days of the Controlling Class Representative's receipt of the initial Asset Status Report, the applicable Special Servicer shall take the recommended actions described in the most recent Asset Status Report submitted to the Controlling -181- Class Representative, which Asset Status Report shall be entitled deemed to advise have been approved by the Servicer with respect to such transferControlling Class Representative. In addition, and notwithstanding anything in any other Section of this Base Indenture Agreement to the contrary, but in all cases subject to Section 10.06(bSECTION 3.24(b), the applicable Special Servicer shall will not be permitted to take, or consent to the applicable Master Servicer's taking, any of the actions identified in CLAUSES (i) through (xi) of this sentence not otherwise specifically covered by an approved Asset Status Report, unless and until the applicable Special Servicer has notified the Controlling Class Representative in writing of such Special Servicer's intent to take such or permit the particular action if and the Controlling Class Representative has objected consented (or has failed to object) thereto in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof in writing and having been provided with all reasonably requested information with respect thereto reasonably requested no later thereto: (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan as comes into and continues in default; (ii) any modification, amendment or waiver of a monetary term (including a change in the timing of payments but excluding the waiver of Default Charges) or any material non-monetary term (excluding the waiver of any "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed in CLAUSE (ix) below) of (A) any Performing Mortgage Loan with a principal balance of $2,500,000 or more (or, if the proposed modification/waiver is an extension of maturity or a waiver of Post-ARD Additional Interest under the circumstances contemplated by SECTION 3.20(f), any Performing Mortgage Loan without regard to balance) or (B) any Specially Serviced Mortgage Loan; (iii) any acceptance of a discounted payoff with respect to any Specially Serviced Mortgage Loan; (iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property; (v) any release of collateral for any Mortgage Loan (other than in circumstances (A) involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 or (B) where the fifth Business Day after notice thereof; provided that if such written objection has release of collateral is not been received by conditioned on obtaining the consent of the lender under the related Mortgage Loan Documents (in which event the applicable Master Servicer and the Indenture Trustee within such ten Business Day periodor Special Servicer, then the Controlling Class Representative’s approval as appropriate, shall be deemed to have been given. If notify the Controlling Class Representative affirmatively approves or is deemed to have approved in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action), and other than upon satisfaction of the subject Mortgage Loan); (vi) any acceptance of substitute or additional collateral for a requestMortgage Loan (other than in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 or where the acceptance of the substitute or additional collateral is not conditioned on obtaining the consent of the lender (in which event the applicable Master Servicer or Special Servicer, the Servicer as appropriate, shall implement the action for which approval was sought. If notify the Controlling Class Representative disapproves in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action)); (vii) any releases of Earn-Out Reserve Funds or related Letters of Credit with respect to a request within Mortgaged Property (other than in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 or where the ten Business Day period referred to release of Earn-Out Reserve Funds or related Letters of Credit is not conditioned on obtaining the consent of the lender (in which event the preceding paragraphapplicable Master Servicer or Special Servicer, the Servicer must (unless it withdraws the request) revise the request and deliver to as appropriate, shall notify the Controlling Class Representative in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action)); (viii) any termination or replacement, or consent to the termination or replacement, of a revised request promptly and property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise for any Mortgaged Property operated as a hospitality property (other than in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000, or where the action is not conditioned on obtaining the consent of the lender, or with respect to a termination or replacement of a property manager with respect to any residential cooperative property (in each of which cases the applicable Master Servicer or Special Servicer, as appropriate, shall notify the Controlling Class Representative in writing of such Master Servicer's or Special Servicer's, as the case may be, intent to take such action)); (ix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause in any Mortgage Loan (other than in circumstances involving a Performing Mortgage Loan with a principal balance of less than $2,500,000 or, in the case of the waiver of a "due-on-encumbrance" clause, a Co-op Mortgage Loan as to which the NCBFSB Subordinate Debt Conditions are satisfied (in which event within 30 the applicable Master Servicer shall, at least five (5) days after prior to taking such disapproval. The Servicer action, provide the Controlling Class Representative with written notice of such Master Servicer's intent to take such action, which notice shall be required to implement describe the action circumstances of such action, including all information necessary for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove determine whether the NCBFSB Subordinate Debt Conditions have been satisfied)); (x) any determination with respect to a request within ten Business Days after its receipt thereof and Mortgage Loan with a principal balance of $2,500,000 or more as to whether a default under the related Mortgage Loan Documents arising by reason of any failure on the part of the related Borrower to maintain specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or any failure on the part of the related Borrower to maintain insurance coverage with respect to terrorist or similar acts upon terms no less favorable than those in place as of May 11, 2002, constitutes an Acceptable Insurance Default; and (yxi) any waiver of Default Charges where there is no Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, to offset the outstanding Advance Interest, property inspection costs or other Additional Trust Fund Expenses with respect to the related Mortgage Loan that would otherwise be offset by such Default Charges; PROVIDED that this CLAUSE (1xi) shall not apply to the passage first such waiver with respect to any Mortgage Loan; PROVIDED that, in the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of 60 days following the Servicer’s delivery of its initial request Certificateholders (as a collective whole), the applicable Special Servicer may take any such action without waiting for the Controlling Class Representative's response. -183- In addition, subject to SECTION 3.24(b), the Controlling Class Representative and (2) may direct each Special Servicer to take, or to refrain from taking, such actions as the determination by Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, each Special Servicer shall provide the Servicer Controlling Class Representative with any information in such Special Servicer's possession with respect to such matters, including, without limitation, its reasonable good faith judgment that the failure reasons for determining to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standardtake a proposed action. (b) Notwithstanding anything herein to the contrary, : (i) the no Special Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, acting during the period prior to the initial selection following any resignation or removal of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected selected; and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(aSECTION 3.24(a), may (and each Master Servicer and Special Servicer shall ignore and act without regard to any such advice, direction or objection that such Master Servicer or Special Servicer, as the case may be, has determined, in its reasonable, good faith judgment, would) (A) require or cause the a Master Servicer or such Special Servicer to violate applicable law, the terms of the Notes or Transaction Documents any Mortgage Loan or any other Section of the Servicing this Agreement, including the such Master Servicer’s 's or Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, any Fiscal Agent, the Back-Up Manager or the Indenture Trustee, Trustee or any of their respective Affiliates, members, managers, officers, directors, membersemployees or agents, managers, employees, agents or partners to any material claim, suit or liability, or (CD) materially expand the scope of the a Master Servicer’s 's or Special Servicer's responsibilities under the Servicing this Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors . (including by way of foreclosure on the direct or indirect Equity Interests of the Obligorsc) if the Servicer determines in accordance with the Servicing Standard that such transfer would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that that: (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class Certificates; and that (v) the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Cellular Site or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsObligors, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided thereof (provided, that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) ). (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or and/or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Cellular Site or the ownership of any of the direct or indirect Equity Interests equity interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests equity interests of the Obligors) if any Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability not be liable to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that which would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, misconduct by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Fiber Network Tenant Site Asset or the ownership of the direct or indirect Equity Interests equity interests of any of the Obligors pursuant to the terms of the Transaction DocumentsObligors, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten (10) Business Day period, then the Controlling Class Representative’s approval shall will be deemed to have been given. If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request, the Servicer shall implement the action for which approval was sought. If the Controlling Class Representative disapproves of such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) . (1) the passage of 60 sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network Tenant Site Asset or the ownership of any of the direct or indirect Equity Interests equity interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests equity interests of the Obligors) if any Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such transfer foreclosure would be in the best interest of the Noteholders (taken as a whole). The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconductmisfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconductmisfeasance, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following Subject to Section 3.24(c), the occurrence Special Servicer shall prepare a report (the "Asset Status Report") recommending the taking of certain actions for each Serviced Mortgage Loan that becomes a Specially Serviced Mortgage Loan and during the continuance of an Event of Default when the Servicer proposes deliver such Asset Status Report to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction Documents, the Controlling Class Representative and the applicable Master Servicer not later than 45 days after the servicing of such Serviced Mortgage Loan is transferred to the Special Servicer. Such Asset Status Report shall be entitled set forth the following information to advise the extent reasonably determinable: (i) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower; (ii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer (including without limitation by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)), consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained; (iii) the most current rent roll and income or operating statement available for the related Mortgaged Property or Mortgaged Properties; (iv) a summary of the Special Servicer's recommended action with respect to such transferSpecially Serviced Mortgage Loan; (v) the Appraised Value of the related Mortgaged Property or Mortgaged Properties, and notwithstanding anything together with the assumptions used in any the calculation thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and (vi) such other Section information as the Special Servicer deems relevant in light of this Base Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing to the Servicer and the Indenture Trustee within ten Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided that if such written objection has not been received by the Servicer and the Indenture Trustee within such ten Business Day period, then the Controlling Class Representative’s approval shall be deemed to have been givenServicing Standard. If (i) the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a requestan Asset Status Report, the Servicer shall implement the action for which approval was sought. If (ii) after ten Business Days from receipt of an Asset Status Report the Controlling Class Representative disapproves of does not object to such a request within the ten Business Day period referred to in the preceding paragraph, the Servicer must Asset Status Report or (unless it withdraws the requestiii) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within 30 days after such disapproval. The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to an Asset Status Report the Controlling Class Representative objects to such Asset Status Report and (2) the Special Servicer makes a determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer, the Back-Up Manager or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners to any claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement. In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance with the Servicing Standard that such transfer would be objection is not in the best interest of all the Noteholders (taken Certificateholders and any affected B-Note Holder, as a collective whole). The Controlling Class Representative , the Special Servicer shall have no liability to take the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misconduct, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreement. Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely recommended actions described in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.Asset Status

Certain Rights and Powers of the Controlling Class Representative. (a) At any time following the occurrence and during the continuance of an Event of Default when the Servicer proposes Subject to direct the Indenture Trustee to transfer the ownership of a Fiber Network or the ownership of the direct or indirect Equity Interests of any of the Obligors pursuant to the terms of the Transaction DocumentsSection 6.11(b), the Controlling Class Representative shall will be entitled to advise the Special Servicer with respect to such transferthe following actions of the Special Servicer; and, and notwithstanding anything in any other Section of this Base Indenture to the contrary, but in all cases further subject to Section 10.06(b6.11(b), the Special Servicer shall will not be permitted to take such action if any of the following actions unless and until it has notified the Controlling Class Representative in writing and the Controlling Class Representative has not objected in writing to the Servicer and the Indenture Trustee within ten 10 Business Days of having been notified thereof and having been provided with a Review Package and all reasonably requested information with respect thereto reasonably requested no later than the fifth Business Day after notice thereof; provided (it being understood and agreed that if such written objection has not been received by the Special Servicer and the Indenture Trustee within such ten 10-Business Day period, then the Controlling Class Representative’s 's approval shall will be deemed to have been given): (i) any foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification, extension, amendment or waiver of a monetary term (including the timing of payments) or any material non-monetary term of a Specially Serviced Mortgage Loan; (iii) any proposed sale of a Specially Serviced Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than the Purchase Price; (iv) any acceptance of a discounted payoff with respect to a Specially Serviced Mortgage Loan; (v) any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or an REO Property; (vi) any release of collateral for a Specially Serviced Mortgage Loan (other than in accordance with the terms of, or upon satisfaction of, such Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Specially Serviced Mortgage Loan (other than in accordance with the terms of such Mortgage Loan); (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to any Mortgage Loan; 181 (ix) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan; and (x) any acceptance of a change in the property management company or, if applicable, hotel franchise for any Mortgaged Property, to the extent Special Servicer consent is required; provided that, in the event that the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders (as a collective whole), the Special Servicer may take any such action without waiting for the Controlling Class Representative's response. If In addition, the Controlling Class Representative affirmatively approves may direct the Special Servicer to take, or is deemed to have approved in writing refrain from taking, such a request, the Servicer shall implement the action for which approval was sought. If actions as the Controlling Class Representative disapproves of such a request within the ten Business Day period referred may deem advisable or as to in the preceding paragraphwhich provision is otherwise made herein subject to Section 6.11(b). Upon reasonable request, the Special Servicer must (unless it withdraws the request) revise the request and deliver to shall provide the Controlling Class Representative with any information in the Special Servicer's possession with respect to such matters, including its reasons for determining to take a revised request promptly proposed action; provided that such information shall also be provided, in a written format, to the Trustee, who shall make it available for review pursuant to Section 8.14(b). Each of the Master Servicer and in any event within 30 days after such disapproval. The the Special Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of notify the Controlling Class Representative to disapprove of any release or substitution of collateral for a request within ten Business Days after its receipt thereof and (y) (1) the passage of 60 days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act Mortgage Loan even if such release or substitution is in accordance with the Servicing Standardsuch Mortgage Loan. (b) Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a6.11(a), may (Aand the Special Servicer shall ignore and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable, good faith judgment, will) require or cause the Special Servicer to violate applicable law, any provision of this Agreement (exclusive of Section 6.11(a)) or the terms of the Notes or Transaction Documents or any other Section of the Servicing AgreementREMIC Provisions, including the Special Servicer’s 's obligation to act in accordance with the Servicing Standard, (B) expose the Servicer. Furthermore, the Back-Up Manager or Special Servicer shall not be obligated to seek approval from the Indenture Trustee, or Controlling Class Representative for any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners actions to be taken by the Special Servicer with respect to any claimparticular Specially Serviced Mortgage Loan if: (i) the Special Servicer has, suit as provided in Section 6.11(a), notified the Controlling Class Representative in writing of various actions that the Special Servicer proposes to take with respect to the workout or liability, or liquidation of that Mortgage Loan; and (Cii) materially expand for 60 days following the scope of the Servicer’s responsibilities under the Servicing Agreement. In additionfirst such notice, the Controlling Class Representative may not prevent has objected to all of those proposed actions and has failed to suggest any alternative actions that the Special Servicer from transferring the ownership of a Fiber Network or the ownership of any of the direct or indirect Equity Interests of any of the Obligors (including by way of foreclosure on the direct or indirect Equity Interests of the Obligors) if the Servicer determines in accordance considers to be consistent with the Servicing Standard that such transfer would be in the best interest of the Noteholders Standard. (taken as a whole). c) The Controlling Class Representative shall will have no liability to the Noteholders Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing this Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall will not be protected against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, gross bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under the Servicing Agreement or the Back-Up Management Agreementduties. Each Noteholder and Note Owner Certificateholder acknowledges and agrees, by its acceptance of its Notes or interest thereinCertificates, that that: (i) the Controlling Class Representative may may, and is permitted hereunder to, have special relationships and interests that conflict with those of Noteholders and Note Owners Holders of one or more Classes of Notes, that Certificates; (ii) the Controlling Class Representative may may, and is permitted hereunder to, act solely in the interests of the Noteholders and Note Owners Holders of the Controlling Class, that ; (iii) the Controlling Class Representative does not have any duties to the Noteholders and Note Owners Holders of any Class of Notes Certificates other than the Controlling Class, that ; (iv) the Controlling Class Representative may may, and is permitted hereunder to, take actions that favor the interests of the Noteholders and Note Owners Holders of the Controlling Class over the interests of the Noteholders and Note Owners Holders of one or more other Classes of Notes, that Certificates; (v) the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Controlling Class Class; and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder Certificateholder may take any action whatsoever against the Controlling Class Representative for having so acted Representative, any Holder of the Controlling Class or against any director, officer, employee, agent or principal thereof for having so acted.. 183