Common use of Extraordinary Major Decisions Clause in Contracts

Extraordinary Major Decisions. Subject to the limitations set forth in Section 4(g)(iv) and the sixth, seventh and eighth paragraphs of Section 5(a), the Lead Special Servicer shall not approve or enter into a Major Decision that also constitutes an Extraordinary Major Decision without the approval of the Required Decision-Eligible Note A Holders (in addition to the satisfaction of the requirements of Section 5 if the Note B Holder is then the Controlling Noteholder) and, for such purpose, a failure by a Decision-Eligible Note A Holder to notify the Lead Special Servicer of an approval of or objection to such Extraordinary Major Decision in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days) after its receipt of the related Major Decision Reporting Package from the Lead Special Servicer shall be deemed to constitute its approval of such Extraordinary Major Decision. Notwithstanding any provision of Section 5(a) or any other provision of this Agreement to the contrary, with respect to each Major Decision that also constitutes an Extraordinary Major Decision, the Lead Special Servicer shall deliver the related Major Decision Reporting Package to each Decision-Eligible Note A Holder, simultaneously with the Lead Special Servicer’s request for the approval of the related Extraordinary Major Decision by the Required Decision-Eligible Note A Holders (it being acknowledged that, when the Note B-1 Holder is the Controlling Noteholder, no Note A Holders other than the Note A-1 Holder and/or the Note A-2 Holder may be Decision-Eligible Note A Holders), and, following such delivery of the related Major Decision Reporting Package, the Lead Special Servicer shall deliver a Major Decision Urgent Second Notice to each Decision-Eligible Note A Holder. In connection with each Extraordinary Major Decision, the Decision-Eligible Note A Holders may but need not consult with each other to consider whether the Extraordinary Major Decision should be approved or disapproved. Each Decision-Eligible Note A Holder who delivers to the Lead Special Servicer an affirmative approval of or objection to an Extraordinary Major Decision shall use commercially reasonable efforts to notify the other Decision-Eligible Note A Holders of such approval or objection but a failure to provide such notice shall not limit the effectiveness of the approval (or deemed approval) or objection delivered by such Decision-Eligible Note A Holder to the Lead Special Servicer. An approval of or objection to an Extraordinary Major Decision that is delivered by a Decision-Eligible Note A Holder, once given (or deemed to have been given), may not be rescinded, cancelled, withdrawn or terminated by such Decision-Eligible Note A Holder without the consent of the Lead Special Servicer (in its sole and absolute discretion). If the Note A-4-1 Holder is the Controlling Noteholder, then (i) objections to and approvals of any Extraordinary Major Decisions shall be made in accordance with the terms and conditions set forth in the Lead Securitization Servicing Agreement with respect to Major Decisions, and (ii) objections to and approvals of any Extraordinary Major Decisions shall be made by the Lead Securitization Controlling Noteholder in accordance with the terms and conditions set forth in the Lead Securitization Servicing Agreement with respect to Major Decisions prior to and when no “control termination event” (as defined in the Lead Securitization Servicing Agreement) is then in effect. For the avoidance of doubt, this subsection shall be subject to the limitations set forth in Section 4(g)(iv) and the sixth, seventh and eighth paragraphs of Section 5(a).