Common use of Rights of Non-Directing Holders Clause in Contracts

Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall: (a) consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by such Non-Directing Holder (or its designee or representative); provided, that, subject to the related Intercreditor Agreement, if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and (b) in addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.

Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall: (a) consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by such Non-Directing Holder (or its designee or representative); provided, provided that, subject to the related Intercreditor Agreement, if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and (b) in addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.

Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall: (a) consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by such Non-Directing Holder (or its designee or representative); provided, that, subject to the related Intercreditor Agreement, if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and (b) in addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement, the Non-Directing Holder shall have the right to annual conference calls meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.

Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall: (a) consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by such Non-Directing Holder (or its designee or representative); provided, that, subject to the related Intercreditor Agreement, if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and (b) in addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.