Common use of Right to Appoint Operating Advisor; Authority of Operating Advisor Clause in Contracts

Right to Appoint Operating Advisor; Authority of Operating Advisor. (a) Each Majority Certificateholder of the CC Controlling Class (the "CC Controlling Class Holder"), the SS Controlling Class (the "SS Controlling Class Holder") and the UH Controlling Class (the "UH Controlling Class Holder" and, together with the CC Controlling Class Holder and the SS Controlling Class Holder, the "Loan Specific Controlling Class Holders"), shall be permitted to appoint an "Operating Advisor" with respect to the related Loan. An Operating Advisor may be the related Controlling Holder or any holder of the controlling interest in the Controlling Class, any Certificateholder, or an unrelated third party for such Mortgage Loan, with respect to any action which is to be taken with respect to the CC Component Mortgage, the SS Component Mortgage Loan or the UH Component Mortgage Loan, as applicable, and requires the related Loan Specific Class Holder's consent in its capacity as a Controlling Holder. The party entitled to appoint an Operating Advisor shall have the right in its sole discretion at any time and from time to time to remove and replace such Operating Advisor for the related Loans. No such Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other than the related Loan Specific Controlling Class Holder). The Trustee shall not be required to recognize any Person as constituting the Loan Specific Controlling Class Holder until such Person provides the Trustee with evidence of such status (consisting of copies of transfer documents or other instruments) as the Loan Specific Controlling Class Holder, an address, e-mail address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall not be required to recognize any Person as an Operating Advisor until the Party entitled to appoint such Operating Advisor has notified the Trustee of such appointment and the Operating Advisor provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall promptly deliver such information to the Master Servicer and the Special Servicer. Notwithstanding any other provision of this Agreement to the contrary, the Master Servicer and the Special Servicer shall not be required to recognize any person as the Majority Certificateholder of the Controlling Class, the Directing Certificateholder, a Loan Specific Controlling Class Holder or an Operating Advisor until they receive such information from the Trustee and shall not be required to provide any notices or seek any approvals, consents or direction from such party if such party has not been designated and identified to the Master Servicer or the Special Servicer, as applicable, as provided herein. In addition the Master Servicer and/or the Special Servicer shall have no affirmative duty to ascertain the existence of any Operating Advisor. The Master Servicer or Special Servicer may from time to time request that the Trustee provide a list identifying Operating Advisors with respect to each Loan and the Trustee shall promptly provide such list. The Master Servicer and the Special Servicer shall be entitled to conclusively rely on such list.

Right to Appoint Operating Advisor; Authority of Operating Advisor. (a) Each The Majority Certificateholder of the CC CP Controlling Class (the "CC Controlling Class Holder"), the SS Controlling Class (the "SS CP Controlling Class Holder") and the UH Controlling Class (the "UH Controlling Class Holder" and, together with the CC Controlling Class Holder and the SS Controlling Class Holder, the "Loan Specific Controlling Class Holders"), shall be permitted to appoint an "Operating Advisor" with respect to the related CP Component Mortgage Loan. An Operating Advisor may be the related Controlling Holder or any holder of the controlling interest in the CP Controlling Class, any Certificateholder, or an unrelated third party for such Mortgage Loan, with respect to any action which is to be taken with respect to the CC Component Mortgage, the SS CP Component Mortgage Loan or the UH Component Mortgage Loan, as applicable, and requires the related Loan Specific CP Controlling Class Holder's consent in its capacity as a Controlling Holder. The party entitled to appoint an Operating Advisor shall have the right in its sole discretion at any time and from time to time to remove and replace such Operating Advisor for the related LoansCP Component Mortgage Loan. No such Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other than the related Loan Specific CP Controlling Class Holder). The Trustee shall not be required to recognize any Person as constituting the Loan Specific CP Controlling Class Holder until such Person provides the Trustee with evidence of such status (consisting of copies of transfer documents or other instruments) as the Loan Specific CP Controlling Class Holder, an address, e-mail address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). If any party hereto requests the Trustee to access records at the Depository to confirm that a Person constitutes the CP Controlling Class Holder, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). The Trustee shall not be required to recognize any Person as an Operating Advisor until the Party entitled to appoint such Operating Advisor has notified the Trustee of such appointment and the Operating Advisor provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall promptly deliver such information to the Master Servicer and the Special Servicer. Notwithstanding any other provision of this Agreement to the contrary, the Master Servicer and the Special Servicer shall not be required to recognize any person as the Majority Certificateholder of the Controlling Class, the Directing Certificateholder, a Loan Specific the CP Controlling Class Holder or an Operating Advisor until they receive such information from the Trustee and shall not be required to provide any notices or seek any approvals, consents or direction from such party if such party has not been designated and identified to the Master Servicer or the Special Servicer, as applicable, as provided herein. In addition the Master Servicer and/or the Special Servicer shall have no affirmative duty to ascertain the existence of any Operating Advisor. The Master Servicer or Special Servicer may from time to time request that the Trustee provide a list identifying Operating Advisors Advisor with respect to each the CP Component Mortgage Loan and the Trustee shall promptly provide such list. The Master Servicer and the Special Servicer shall be entitled to conclusively rely on such list.

Right to Appoint Operating Advisor; Authority of Operating Advisor. (a) Each Majority Certificateholder of the CC Controlling Class (the "CC Controlling Class Holder"), the SS Controlling Class (the "SS Controlling Class Holder") and the UH Controlling Class (the "UH Controlling Class Holder" and, together with the CC Controlling Class Holder and the SS Controlling Class Holder, the "Loan Specific Controlling Class Holders"), shall be permitted to appoint an "Operating Advisor" with respect to the related Loan. An Operating Advisor may be the related Controlling Holder or any holder of the controlling interest in the Controlling Class, any Certificateholder, or an unrelated third party for such Mortgage Loan, with With respect to any action which is to be taken with respect to the CC Component MortgageLoan Pair, the SS Component Mortgage Loan or Companion Holder shall have the UH Component Mortgage Loan, as applicable, and requires the related Loan Specific Class Holder's consent in its capacity as a Controlling Holder. The party entitled right at any time to appoint an Operating Advisor with respect to such Loan Pair by giving written notice thereof to the Bond Administrator, the Servicer and the Special Servicer, unless the Companion Holder or an Affiliate of the Companion Holder is the Mortgage Loan Borrower or the Special Servicer. The Companion Holder shall have the right in its sole discretion at any time and from time to time to remove and replace such the Operating Advisor for the related LoansLoan Pair. No Any Operating Advisor appointed by a Companion Holder shall be automatically removed in the event that such Companion Holder or an Affiliate of such Companion Holder becomes the Mortgage Loan Borrower or the Special Servicer under the related Loan Pair. Except as otherwise agreed with the related Companion Holder, no such Operating Advisor shall owe any fiduciary duty to the Trustee, the Bond Administrator, the Paying Agent, the Servicer, the Special Servicer, any Certificateholder or any other duty Companion Holder. (b) Notwithstanding anything to the contrary contained herein (but subject to Section 3.31(c)), so long as a Control Appraisal Event has not occurred with respect to a Loan Pair, at all times when an Operating Advisor is serving during a Special Servicing Period with respect to such Loan Pair, the Special Servicer shall be required (A) to consult with the related Operating Advisor with respect to proposals to take any of significant action with respect to such Loan Pair and the related Mortgaged Property and to consider alternative actions recommended by such Operating Advisor and (B) prior to taking any of the following actions, to notify in writing the related Operating Advisor of any proposal to take any of such actions (and to provide such Operating Advisor with such information requested by such Operating Advisor as may be necessary in the reasonable judgment of such Operating Advisor in order make a judgment) and to receive the written approval of such Operating Advisor (but subject to Section 3.26(f) with respect to any other Person actions which necessitate the delivery of an Asset Status Report): (i) any modification of, or waiver with respect to, such Loan Pair that would result in the extension of the Maturity Date thereof, a reduction in the Interest Rate borne thereby or the Monthly Payment or Prepayment Premium payable thereon or a forgiveness of interest on or principal of such Loan Pair; (ii) any foreclosure upon or comparable conversion (which may include acquisition of a Foreclosed Property) of the ownership of the Mortgaged Property or any acquisition of the related Mortgaged Property by deed-in-lieu of foreclosure; (iii) any sale of the related Mortgaged Property or an REO Property; (iv) any action to bring the related Mortgaged Property or REO Property into compliance with any laws relating to Hazardous Materials; (v) any substitution or release of collateral for such Loan Pair (other than a substitution or release permitted to be made by the terms of such Loan Pair without the consent of the mortgagee); (vi) any legal action to enforce the related Loan Specific Controlling Class Holder). The Trustee shall not be required Documents; or (vii) any waiver or release of a material claim, right or remedy with respect to recognize such Loan Pair; provided, that, (A) in the event that the related Operating Advisor fails to notify the Special Servicer of its approval or disapproval of any Person as constituting such proposed action within 10 Business Days of delivery to such Operating Advisor by the Loan Specific Controlling Class Holder until such Person provides the Trustee with evidence Special Servicer of written notice of such status a proposed action, such action by the Special Servicer shall be deemed to have been approved by such Operating Advisor and (consisting B) with respect to any of copies of transfer documents or other instruments) as the Loan Specific Controlling Class Holder, an address, e-mail address and telecopy number for foregoing actions which necessitate the delivery of notices and an Asset Status Report pursuant to Section 3.26(f), such action shall be taken in accordance with the procedures specified in such Section. (c) Notwithstanding any direction to, or approval or disapproval of an action of, the Servicer or the Special Servicer by the Operating Advisor with respect to a Loan Pair, in no event shall the Servicer or the Special Servicer take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be inconsistent with the Servicing Standard or violate any other correspondence and a list provisions of officers or employees of such Person with whom the parties to this Agreement may deal or of the related Loan Documents. (including their namesd) So long as a Control Appraisal Event has not occurred, titles, work addresses and telecopy numbers). The Trustee shall not be required to recognize any Person as at all times when an Operating Advisor until the Party entitled is serving with respect to appoint such Operating Advisor has notified the Trustee of such appointment and the Operating Advisor provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall promptly deliver such information to the Master Servicer and the Special Servicer. Notwithstanding any other provision of this Agreement to the contraryLoan Pair, the Master Servicer and the Special Servicer shall not be required provide to recognize any person as the Majority Certificateholder of the Controlling Class, the Directing Certificateholder, a Loan Specific Controlling Class Holder or an such Operating Advisor until they receive such information from the Trustee and shall not be required to provide (i) promptly following receipt of actual knowledge thereof, notice of any notices or seek any approvals, consents or direction from such party if such party has not been designated and identified Mortgage Loan Event of Default with respect to the Master related Loan Pair and (ii) within five Business Days of receipt thereof, copies of any financial statements or other reports with respect to the related Borrower or Mortgaged Property that were delivered to the Servicer or the Special ServicerServicer pursuant to the terms of the related Loan Documents. At all times that the related Mortgage Loan or Loan Pair is a Specially Serviced Loan, as applicablewithin five Business Days of receipt thereof, as provided herein. In addition the Master Servicer and/or the Special Servicer shall have no affirmative duty provide to ascertain the existence related Companion Holder by hard copy or electronic means, copies of all correspondence with respect to the related Borrower or Mortgaged Property that were delivered to the Special Servicer and copies of any appraisals obtained. Promptly following receipt of notice of the appointment of any Operating Advisor, the Bond Administrator shall notify the Servicer and the Special Servicer in writing of the identity and address of any Operating Advisor. The Master Servicer or Special Servicer may from time to time request that the Trustee provide a list identifying Operating Advisors In addition, with respect to each Loan and the Trustee shall promptly provide such list. The Master Servicer and any proposed action requiring consultation with or approval of an Operating Advisor pursuant to Section 3.31(b), the Special Servicer shall prepare a summary of such proposed action and an analysis of whether or not such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which the Special Servicer made such determination. (e) Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove, an action of, the Servicer or a Special Servicer by the related Operating Advisor, in no event shall the Servicer or any Special Servicer take any action or refrain from taking any action which would violate any law of any applicable jurisdiction, be entitled inconsistent with the Servicing Standard, violate the REMIC Provisions or violate any other provisions of the related Co-Lender Agreement or any provision of this Agreement. The taking, or refraining from taking, of any action by the Servicer or the Special Servicer contrary to conclusively rely the directions of, or in a manner disapproved by, the related Operating Advisor shall not constitute a Servicer Event of Default or Special Servicer Event of Default so long as the Servicer's or Special Servicer's taking, or refraining from taking, such action in accordance with the direction of, or with the approval of, the Operating Advisor would have violated any law of any applicable jurisdiction, would have been inconsistent with the Servicing Standard, would have violated the REMIC Provisions or would have violated any other provision of the related Co-Lender Agreement or this Agreement. (f) The Operating Advisor will have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent, in good faith pursuant to this Agreement, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder will be deemed to have confirmed its understanding that the Operating Advisor may take or refrain from taking actions that favor the interests of the related Companion Holder over the Certificateholders, and that the Operating Advisor may have special relationships and interests that conflict with the interests of the Certificateholders and, absent willful misfeasance, bad faith or gross negligence on the part of the Operating Advisor, will be deemed to have agreed to take no action against the Operating Advisor or any of its officers, directors, employees, principals or agents as a result of such lista special relationship or conflict, and that the Operating Advisor will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of the related Companion Holder.

Right to Appoint Operating Advisor; Authority of Operating Advisor. (a) Each Majority Certificateholder of the CC ES Controlling Class (the "CC ES Controlling Class Holder"), the SS SB Controlling Class (the "SS SB Controlling Class Holder") and the UH WB Controlling Class (the "UH WB Controlling Class Holder" and, together with the CC ES Controlling Class Holder and the SS SB Controlling Class Holder, the "Loan Specific Controlling Class Holders"), shall be permitted to appoint an "Operating Advisor" with respect to the related Loan. An Operating Advisor may be the related Controlling Holder or any holder of the controlling interest in the Controlling Class, any Certificateholder, or an unrelated third party for such Mortgage Loan, with respect to any action which is to be taken with respect to the CC ES Component Mortgage, the SS SB Component Mortgage Loan or the UH Component Wellbridge A/B Mortgage Loan, as applicable, and requires the related Loan Specific Class Holder's consent in its capacity as a Controlling Holder. The party entitled to appoint an Operating Advisor shall have the right in its sole discretion at any time and from time to time to remove and replace such Operating Advisor for the related Loans. No such Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other than the related Loan Specific Controlling Class Holder). The Trustee shall not be required to recognize any Person as constituting the Loan Specific Controlling Class Holder until such Person provides the Trustee with evidence of such status (consisting of copies of transfer documents or other instruments) as the Loan Specific Controlling Class Holder, an address, e-mail address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall not be required to recognize any Person as an Operating Advisor until the Party entitled to appoint such Operating Advisor has notified the Trustee of such appointment and the Operating Advisor provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall promptly deliver such information to the Master Servicer and the Special Servicer. Notwithstanding any other provision of this Agreement to the contrary, the Master Servicer and the Special Servicer shall not be required to recognize any person as the Wellbridge Controlling Holder, the Majority Certificateholder of the Controlling Class, the Directing Certificateholder, a Loan Specific Controlling Class Holder or an Operating Advisor until they receive such information from the Trustee and shall not be required to provide any notices or seek any approvals, consents or direction from such party if such party has not been designated and identified to the Master Servicer or the Special Servicer, as applicable, as provided herein. In addition the Master Servicer and/or the Special Servicer shall have no affirmative duty to ascertain the existence of any Operating Advisor. The Master Servicer or Special Servicer may from time to time request that the Trustee provide a list identifying Operating Advisors with respect to each Loan and the Trustee shall promptly provide such list. The Master Servicer and the Special Servicer shall be entitled to conclusively rely on such list.

Right to Appoint Operating Advisor; Authority of Operating Advisor. (a) Each Majority Certificateholder of the CC FM Controlling Class (the "CC FM Controlling Class Holder"), the SS SM Controlling Class (the "SS SM Controlling Class Holder") and the UH LM Controlling Class (the "UH LM Controlling Class Holder" and, together with the CC FM Controlling Class Holder and the SS SM Controlling Class Holder, the "Loan Specific Controlling Class Holders"), shall be permitted to appoint an "Operating Advisor" with respect to the related Mortgage Loan. An Operating Advisor may be the related Controlling Holder or any holder of the controlling interest in the Controlling Class, any Certificateholder, or an unrelated third party for such Mortgage Loan, with respect to any action which is to be taken with respect to the CC FM Component MortgageMortgage Loan, the SS SM Component Mortgage Loan or the UH LM Component Mortgage Loan, as applicable, and requires the related Loan Specific Controlling Class Holder's consent in its capacity as a Controlling Holder. The party entitled to appoint an Operating Advisor shall have the right in its sole discretion at any time and from time to time to remove and replace such Operating Advisor for the related Mortgage Loans. No such Operating Advisor shall owe any fiduciary duty or other duty to any other Person (other than the related Loan Specific Controlling Class Holder). The Trustee shall not be required to recognize any Person as constituting the Loan Specific Controlling Class Holder until such Person provides the Trustee with evidence of such status (consisting of copies of transfer documents or other instruments) as the Loan Specific Controlling Class Holder, an address, e-mail address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). If any party hereto requests the Trustee to access records at the Depository to confirm that a Person constitutes a Loan Specific Controlling Holder, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). The Trustee shall not be required to recognize any Person as an Operating Advisor until the Party entitled to appoint such Operating Advisor has notified the Trustee of such appointment and the Operating Advisor provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Trustee shall promptly deliver such information to the Master Servicer and the Special Servicer. Notwithstanding any other provision of this Agreement to the contrary, the Master Servicer and the Special Servicer shall not be required to recognize any person as the Majority Certificateholder of the Controlling Class, the Directing Certificateholder, a Loan Specific Controlling Class Holder or an Operating Advisor until they receive such information from the Trustee and shall not be required to provide any notices or seek any approvals, consents or direction from such party if such party has not been designated and identified to the Master Servicer or the Special Servicer, as applicable, as provided herein. In addition the Master Servicer and/or the Special Servicer shall have no affirmative duty to ascertain the existence of any Operating Advisor. The Master Servicer or Special Servicer may from time to time request that the Trustee provide a list identifying Operating Advisors with respect to each Mortgage Loan and the Trustee shall promptly provide such list. The Master Servicer and the Special Servicer shall be entitled to conclusively rely on such list.