Common use of Rights of the Non-Directing Holder Clause in Contracts

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 19.

Rights of the Non-Directing Holder. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same noticesany notice, information and reports report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the each Non-Directing Holder, within the same time frame it is required to provide to such Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the any Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to the such Non-Directing Holder of written notice of a proposed action, together with copies of the noticenotices, information and report reports required to be provided to to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the such Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the each Non-Directing Holder, the Servicer may take any Major Action Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the each Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the any Non-Directing Holder. (e) Any If a Non-Directing Holder that is the a Borrower or an Affiliate of the Borrower Party, it shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement Lead Securitization PSA shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if a Note A-2 has been included in a SecuritizationNon-Lead Securitization transaction, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transactionNon-Lead Securitization(s), who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the a Borrower or an a Borrower Party Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the a Borrower or an a Borrower Party Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same noticesany notice, information and reports report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event)Holder, within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be it is required to provide to such Non-the Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such the Non-Directing Holder requests consultation with respect to any such Major Action Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the noticenotices, information and report reports required to be provided to to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holder. (e) Any If the Non-Directing Holder that is the a Borrower or an Affiliate of the Borrower Party, it shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if the Non-Lead Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such the related Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicer shall be required (and the Servicing Agreement shall provide that require the Servicer shall be required:Servicer): (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916. (f) The Servicing Agreement shall contain a provision requiring that, if a Servicer Termination Event on the part of the Special Servicer occurs and is continuing that affects the Non-Directing Holder, and the Special Servicer is not otherwise terminated, then the Non-Directing Holder shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the Mortgage Loan.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if Note A-2 or Note A-3 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the a Borrower or an a Borrower Party Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1916.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 A-2, Note A-3, Note A-4 or Note A-5 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 19.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); , provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holder shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is the Borrower or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 19.

Rights of the Non-Directing Holder. (a) The Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of the same notices, information and reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, that if Note A-2 or Note A-4 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and (ii) to consult with the Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by the Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to the Non-Directing Holder of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holder, whether or not the Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer 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 be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Servicer may take any Major Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, 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 Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder. (e) Any Non-Directing Holder that is are the Borrower Borrowers or an Affiliate of the Borrower Borrowers shall not be entitled to any of the rights set forth in this Section 19.