Common use of Rights of Operating Adviser Clause in Contracts

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser may advise the applicable Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given): (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-on-sale" or "due-on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (vii) any acceptance of an assumption agreement; (viii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary hereinherein (and, with respect to each Whole Loan, subject to the related Intercreditor Agreement), including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable Special Servicer with respect to the following actions of such the Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the any Non-Trust Trust-Serviced Pari Passu Loan) unless and until it has notified Loan (except to the Operating Adviser in writing and extent such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating right is conferred pursuant to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been givenrelated Intercreditor Agreement)): (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-due on-sale" or "due-due on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)clause; (viivi) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary hereinherein (and, with respect to each Whole Loan, subject to the related Intercreditor Agreement), including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the CertificateholdersCertificateholders and, with respect to the Serviced Loan Group, the applicable holder of the Serviced Companion Loan (as a collective whole), the Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such the Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a the Master Servicer, a the Special Servicer, the Trustee Trustee, the Fiscal Agent or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a the Master Servicer's or Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary hereinherein (and, with respect to each Serviced Loan Group, subject to Section 9.40 and the related Intercreditor Agreement), including but not limited to Article 8 hereof, the Operating Adviser may advise the applicable Special Servicer with respect to the following actions of such the Special Servicer and such the Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given): (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-on-sale" or "due-on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)clause; (vii) any acceptance of an assumption agreement; (viii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the CertificateholdersCertificateholders and/or the holders of each Serviced Companion Loan, as the case may be, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the Special Servicer to violate applicable law, the terms of any Mortgage Loan or Serviced Companion Loan or any other Section of this Agreement, including such the Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust or the Class A-MFL Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a the Special Servicer, the Trustee Trustee, the Paying Agent or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable each Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given):: (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-due on-sale" or "due-due on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt debt Conditions have been satisfied); (viivi) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the CertificateholdersCertificateholders and/or the holders of each Serviced Companion Loan, as the case may be, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such Special Servicer to violate applicable law, the terms of any Mortgage Loan or Serviced Companion Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable Special Servicer with respect to the following actions of such the Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given):: (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-due on-sale" or "due-due on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)clause; (viivi) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such the Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class A-3-1FL Grantor Trust or the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a the Master Servicer, a the Special Servicer, the Trustee or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a the Master Servicer's or Special Servicer's responsibilities under this Agreement.. Any notices required to be delivered to the Special Servicer with respect to items (i) through (vii) of subsection (a) above and items (i) through (iii) of subsection (b) above by any other party to this Agreement shall be simultaneously delivered to the Operating Adviser. With respect to items (v), (vi) and (vii) of subsection (a) above, the Operating Adviser shall be subject to the same time periods for advising the Special Servicer with respect to any such matters as are afforded to the Special Servicer pursuant to Section 8.7, which periods shall be co-terminus with those of the Special Servicer. The Special Servicer shall provide the Operating Adviser with its recommendations with respect to the matters set forth in both (a) and (b) above within 5 Business Days of the Special Servicer's receipt of notice thereof. In addition, the Operating Adviser may direct the Trustee to remove the Special Servicer at any time upon the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, prior to the effectiveness of any such appointment, the Trustee and the Paying Agent shall have received Rating Agency Confirmation from each Rating Agency. The Operating Adviser shall pay any

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable Special Servicer with respect to the following actions of such the Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given):: (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance waiver of a discounted payoff“due on-sale” or “due on-encumbrance” clause; (vi) any waiver or consent to waiver of a "due-on-sale" or "due-on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (vii) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "“earn out" ” or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's ’s advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such the Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such the Special Servicer's ’s obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class A-3-1FL Grantor Trust or the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a the Master Servicer, a the Special Servicer, the Trustee or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a the Master Servicer's ’s or Special Servicer's ’s responsibilities under this Agreement. Any notices required to be delivered to the Special Servicer with respect to items (i) through (vii) of subsection (a) above and items (i) through (iii) of subsection (b) above by any other party to this Agreement shall be simultaneously delivered to the Operating Adviser. With respect to items (v), (vi) and (vii) of subsection (a) above, the Operating Adviser shall be subject to the same time periods for advising the Special Servicer with respect to any such matters as are afforded to the Special Servicer pursuant to Section 8.7, which periods shall be co-terminus with those of the Special Servicer. The Special Servicer shall provide the Operating Adviser with its recommendations with respect to the matters set forth in both (a) and (b) above within 5 Business Days of the Special Servicer’s receipt of notice thereof. In addition, the Operating Adviser may direct the Trustee to remove the Special Servicer at any time upon the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, prior to the effectiveness of any such appointment, the Trustee and the Paying Agent shall have received Rating Agency Confirmation from each Rating Agency. The Operating Adviser shall pay any costs and expenses incurred by the Trust in connection with the removal and appointment of the Special Servicer (unless such removal is based on any of the events or circumstances set forth in Section 9.30(b)). The Trustee shall notify the Paying Agent promptly upon its receipt of the direction set forth above. Notwithstanding any other provision in this Agreement, the Operating Adviser shall have the right to appoint a sub-operating adviser with respect to any particular Mortgage Loan. Such sub-operating adviser shall have the right, subject to Rating Agency confirmation, to appoint, or serve as, the Special Servicer with respect to such Mortgage Loan. All references in this Agreement to the “Operating Adviser” and the “Special Servicer” shall refer to the sub-operating adviser or the special servicer appointed by the sub-operating adviser, as applicable; provided, however, that the Special Servicer shall not have any advancing obligations with respect to such Mortgage Loans.

Rights of Operating Adviser. (a) Notwithstanding With respect to each Mortgage Loan (other than a Non-Trust Serviced Pari Passu Loan) (or Serviced Loan Group, as applicable), notwithstanding anything to the contrary hereinherein (and, with respect to each Serviced Loan Group, subject to Section 9.40 and the related Co-Lender Agreement), including but not limited to Article 8 hereof, the Operating Adviser may advise the applicable Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the a Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable such Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given): (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-on-sale" or "due-on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (vii) any acceptance of an assumption agreement; (viii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the such Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, with respect to each Mortgage Loan (or Serviced Loan Group, as applicable), the Operating Adviser shall have the right to approve any of the following actions by the applicable Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lenderlender or is required under applicable law. In the event that the applicable a Special Servicer determines that immediate action is necessary to protect the interests of the CertificateholdersCertificateholders and/or the holders of each Serviced Companion Loan, as the applicable case may be, such Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the applicable Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the applicable Special Servicer to violate applicable law, the terms of any Mortgage Loan or Serviced Companion Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust or either Floating Rate Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee Trustee, the Paying Agent or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or a Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable each Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given):: (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-due on-sale" or "due-due on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt debt Conditions have been satisfied); (viivi) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI XIII hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee Trustee, the Fiscal Agent or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding With respect to each Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) (or Serviced Loan Group, as applicable), notwithstanding anything to the contrary hereinherein (and, with respect to each Serviced Loan Group, subject to Section 9.40 and the related Co-Lender Agreement), including but not limited to Article 8 hereof, the Operating Adviser may advise the applicable Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable such Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given): (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-on-sale" or "due-on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)clause; (vii) any acceptance of an assumption agreement; (viii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the such Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, with respect to each Mortgage Loan (or Serviced Loan Group, as applicable), the Operating Adviser shall have the right to approve any of the following actions by the applicable Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lenderlender or is required under applicable law. In the event that the applicable a Special Servicer determines that immediate action is necessary to protect the interests of the CertificateholdersCertificateholders and/or the holders of each Serviced Companion Loan, as the applicable case may be, such Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each the applicable Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such the applicable Special Servicer to violate applicable law, the terms of any Mortgage Loan or Serviced Companion Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee Trustee, the Paying Agent or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or a Special Servicer's responsibilities under this Agreement.

Rights of Operating Adviser. (a) Notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser will receive notice of and may advise the applicable each Special Servicer with respect to the following actions of such Special Servicer and such Special Servicer will not be permitted to take any of the following actions with respect to any Mortgage Loan (other than the Non-Trust Serviced Pari Passu Loan) unless and until it has notified the Operating Adviser in writing and such Operating Adviser has not objected in writing (i) within 5 Business Days of having been notified thereof in respect of actions relating to non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with the time periods set forth in the Primary Servicing Agreement with respect to such actions) and (ii) within 10 Business Days of having been notified thereof in respect of actions relating to Specially Serviced Mortgage Loans and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection has not been received by the applicable Special Servicer within such 5 Business Day or 10 Business Day period, as applicable, then the Operating Adviser's approval will be deemed to have been given):: (i) any modification, amendment or waiver, or consent to modification, amendment or waiver, proposed modification of a Money Term of a Mortgage Loan other than an extension of the original maturity date for 2 years or less; (ii) with respect to notice only, any proposed sale of a Defaulted Mortgage Loan, pursuant to Section 9.36; (iii) any determination to bring an REO Property into compliance with Environmental Laws; (iv) any acceptance of substitute or additional collateral for a Mortgage Loan not expressly required under such Mortgage Loan (except with respect to a Defeasance Loan); (v) any acceptance of a discounted payoff; (vi) any waiver or consent to waiver of a "due-due on-sale" or "due-due on-encumbrance" clause (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt debt Conditions have been satisfied); (viivi) any acceptance of an assumption agreement;; and (viiivii) 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); and (ix) subject to Section 14.2 below, any franchise changes or certain management company changes for which the Special Servicer is required to consent. (b) In addition, notwithstanding anything to the contrary herein, including but not limited to Article 8 hereof, the Operating Adviser shall have the right to approve any of the following actions by the Special Servicer: (i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisition 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 acceptance of a discounted payoff; and (iii) any release of "earn out" or performance reserves listed on Schedule XI hereof, on deposit in an Escrow Account, other than where such release does not require the consent of the lender. In the event that the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders, the applicable Special Servicer may take any such action without waiting for the Operating Adviser's advice or approval. No advice or approval or lack of approval of the Operating Adviser may (and each Special Servicer shall ignore and act without regard to any such advice or approval or lack of approval that such Special Servicer has determined, in its reasonable, good faith judgment, would) (A) require or cause such Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including such Special Servicer's obligation to act in accordance with the Servicing Standard, (B) result in Adverse REMIC Event with respect to any REMIC Pool, (C) endanger the status of the Class EI A-3-1FL Grantor Trust or the Class EI/Class EI-L3 Grantor Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee or any of their respective Affiliates, members, managers, partners, representatives, officers, directors, employees or agents, to any material claim, suit or liability, or (E) expand the scope of a Master Servicer's or Special Servicer's responsibilities under this Agreement.