Common use of Selection and Removal of the Directing Holder Clause in Contracts

Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholders may elect the Directing Holder. (b) The Directing Holder shall be selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time; provided that (i) absent such selection, or (ii) until a Directing Holder is so selected, or (iii) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder that owns and is identified (with contact information) to the Servicer, the Special Servicer and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder. Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary herein, the (x) Directing Holder cannot be any Borrower Related Party or the property manager or any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any Borrower Related Party, the property manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled to exercise such right. If the Servicer and the Special Servicer received notice that the Directing Holder or the Majority Controlling Class Certificateholders is a Borrower Related Party, a Subordinate Control Period and a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that is a Borrower Related Party pursuant to Section 3.10(k)). (c) On the Closing Date, the initial Directing Holder shall deliver a certification substantially in the form of Exhibit J-3 to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit J-3 to this Agreement prior to being recognized as the new Directing Holder. Each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing clause (b) and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. (d) The initial Directing Holder is Teachers Insurance and Annuity Association of America. The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower Related Party. (e) The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a copy of the results of such vote must be delivered to the Certificate Administrator and the Trustee. (f) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. (g) Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder. (h) Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the Directing Holder. The Servicer may request that the Certificate Administrator provide the names of the Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information. In the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, the Servicer or the Special Servicer shall have no obligation to consult with, provide notice to or seek the approval of any Directing Holder. (i) The Directing Holder shall be responsible for its own expenses.

Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholders may elect the Directing Holder[Reserved.] (b) The Directing Holder shall be selected by the Majority Controlling Class CertificateholdersCertificateholder (or a representative appointed by such holder or holders), as determined by the Certificate Registrar from time to time; provided that in the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, (iA) absent such selectionappointment, or (iiB) until a Directing Holder is so selectedappointed, or (iiiC) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder that which owns and is identified (with contact information) to the Servicer, the Special Servicer and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder; provided further, that no Borrower Related Party shall be entitled to exercise the rights of the Directing Holder. Each In the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary herein, the (x) Directing Holder cannot be any Borrower Related Party or the property manager or any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any Borrower Related Party, the property manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled to exercise such right. If the Servicer and the Special Servicer received notice that the Directing Holder or the Majority Controlling Class Certificateholders is a Borrower Related Party, a Subordinate Control Period and a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that is a Borrower Related Party pursuant to Section 3.10(k)). (c) On the Closing Date, the initial Directing Holder shall deliver a certification substantially in the form of Exhibit J-3 to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit J-3 to this Agreement prior to being recognized as the new Directing Holder. Each each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing clause (b) and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. The Certificate Administrator shall notify each of the parties hereto of the occurrence of a Subordinate Consultation Period or Subordinate Control Period with respect to the Certificates. The Certificate Administrator shall provide notice of such event to the Certificateholders by posting notice to such effect on the Certificate Administrator’s Website as a “special notice”. (dc) The initial Directing Holder is Teachers Insurance and Annuity Association of America. PGIM, Inc. The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower Related Party. (ed) The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, Certificateholders and a copy of the results of such vote must be delivered to the Certificate Administrator and the Trustee. (fe) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which the Directing Holder has consent or consultation rights pursuant to this Agreement and such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), or otherwise at the expense of the requesting party) of the Controlling Class to such requesting party. (gf) Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on any written notice of such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder. (hg) Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class Certificateholder and the Directing Holder. Any written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any Directing Holder other than the initial Directing Holder will be required to state that such subsequent Directing Holder is not a Borrower, property manager or any of their affiliates. The Servicer may request that the Certificate Administrator provide the names of the Majority Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information. In the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, the Servicer or the Special Servicer shall have no obligation to consult with, provide notice to or seek the approval of any Directing Holder. (ih) The Directing Holder shall be responsible for its own expenses. (i) The Certificate Administrator shall forward any notice it receives with respect to the identity of the Controlling Class Certificateholders (to the extent the Certificate Administrator has received notice of a change in the identity of the Controlling Class Certificateholders), to the parties to the Co-Lender Agreement, to the extent the identity and contact information of such parties to such Co-Lender Agreement are actually known to the Certificate Administrator.

Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholders may elect the Directing Holder. (b) The Directing Holder shall be selected by the Majority Controlling Class CertificateholdersCertificateholders (or a representative appointed by such Holder or Holders), as determined by the Certificate Registrar from time to time; provided that in the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, (iA) absent such selectionappointment, or (iiB) until a Directing Holder is so selectedappointed, or (iiiC) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder that which owns and is identified (with contact information) to the Servicer, the Special Servicer Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder. Each In the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary herein, the (x) Directing Holder cannot be any Borrower Related Party or the property manager or any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any Borrower Related Party, the property manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled to exercise such right. If the Servicer and the Special Servicer received notice that the Directing Holder or the Majority Controlling Class Certificateholders is a Borrower Related Party, a Subordinate Control Period and a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that is a Borrower Related Party pursuant to Section 3.10(k)). (c) On the Closing Date, the initial Directing Holder shall deliver a certification substantially in the form of Exhibit J-3 to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit J-3 to this Agreement prior to being recognized as the new Directing Holder. Each each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing clause (b) and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. (db) The initial Directing Holder is Teachers Insurance and Annuity Association of AmericaIGIS US Private Placement Real Estate Investment Trust No. 327. The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower Related Party. (ec) The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a copy of the results of such vote must be delivered to the Certificate Administrator and the Trustee. (fd) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. (ge) Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on any written notice of such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder. (hf) Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class Class, the Risk Retention Consultation Party and the Directing Holder. Any written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any Directing Holder other than the initial Directing Holder will be required to state that such subsequent Directing Holder is not a Borrower, property manager or any of their affiliates. The Servicer may request that the Certificate Administrator provide the names of the Majority Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information. In . (g) Each of the Directing Holder and the Risk Retention Consultation Party shall be responsible for its own expenses. (h) Notwithstanding any other provision to this Agreement, in the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no obligation duty to consult with, provide notice to to, or seek the approval of or consent of, any such Directing HolderHolder until such time as a Directing Holder meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information as is then in its possession to identify the Directing Holder to the Servicer and the Special Servicer. (i) The Directing Holder Certificate Administrator shall be responsible for its own expensesforward any notice it receives with respect to the identity of the Controlling Class Certificateholders (to the extent the Certificate Administrator has received notice of a change in the identity of the Controlling Class Certificateholders), to the parties to the Co-Lender Agreement, to the extent the identity and contact information of such parties to such Co-Lender Agreement are actually known to the Certificate Administrator.

Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholders may elect the Directing Holder. (b) The Directing Holder shall be selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time; provided that (i) absent such selection, or (ii) until a Directing Holder is so selected, or (iii) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder that owns and is identified (with contact information) to the Servicer, the Special Servicer and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder. Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary herein, the (x) Directing Holder cannot be any Borrower Related Party or the property manager or any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any Borrower Related Party, the property manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled to exercise such right. If the Servicer and the Special Servicer received notice that the Directing Holder or the Majority Controlling Class Certificateholders is a Borrower Related Party, a Subordinate Control Period and a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that is a Borrower Related Party pursuant to Section 3.10(k)). (c) On the Closing Date, the initial Directing Holder shall deliver a certification substantially in the form of Exhibit J-3 J-1G to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit J-3 J-1G to this Agreement prior to being recognized as the new Directing Holder. Each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing clause (b) and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. (d) The initial Directing Holder is Teachers Insurance and Annuity Association of America. The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower Related Party. (e) The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a copy of the results of such vote must be delivered to the Certificate Administrator and the Trustee. (f) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. (g) Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder. (h) Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the Directing Holder. The Servicer may request that the Certificate Administrator provide the names of the Majority Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information. In the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, the Servicer or the Special Servicer shall have no obligation to consult with, provide notice to or seek the approval of any Directing Holder. (i) The Directing Holder shall be responsible for its own expenses.

Selection and Removal of the Directing Holder. (a) The Majority Controlling Class Certificateholders may elect the Directing Holder. (b) The Directing Holder shall be selected by the Majority Controlling Class CertificateholdersCertificateholders (or a representative appointed by such Holder or Holders), as determined by the Certificate Registrar from time to time; provided that in the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, (iA) absent such selectionappointment, or (iiB) until a Directing Holder is so selectedappointed, or (iiiC) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder that which owns and is identified (with contact information) to the Servicer, the Special Servicer Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder. Each In the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholders, each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary herein, the (x) Directing Holder cannot be any Borrower Related Party or the property manager or any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any Borrower Related Party, the property manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled to exercise such right. If the Servicer and the Special Servicer received notice that the Directing Holder or the Majority Controlling Class Certificateholders is a Borrower Related Party, a Subordinate Control Period and a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that is a Borrower Related Party pursuant to Section 3.10(k)). (c) On the Closing Date, the initial Directing Holder shall deliver a certification substantially in the form of Exhibit J-3 to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also deliver a certification substantially in the form of Exhibit J-3 to this Agreement prior to being recognized as the new Directing Holder. Each each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing clause (b) and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. (db) The initial Directing Holder is Teachers Insurance and Annuity Association DoubleLine Capital LP, on behalf of Americaone or more funds or accounts. The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower Related Party. (ec) The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a copy of the results of such vote must be delivered to the Certificate Administrator and the Trustee. (fd) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class, the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. (ge) Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on any written notice of such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder. (hf) Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class Class, the Risk Retention Consultation Party and the Directing Holder. Any written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any Directing Holder other than the initial Directing Holder will be required to state that such subsequent Directing Holder is not a Borrower, property manager or any of their affiliates. The Servicer may request that the Certificate Administrator provide the names of the Majority Controlling Class Certificateholders, and the Servicer will be able to conclusively rely on such information. In . (g) Each of the Directing Holder and the Risk Retention Consultation Party shall be responsible for its own expenses. (h) Notwithstanding any other provision to this Agreement, in the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no obligation duty to consult with, provide notice to to, or seek the approval of or consent of, any such Directing HolderHolder until such time as a Directing Holder meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information as is then in its possession to identify the Directing Holder to the Servicer and the Special Servicer. (i) The Directing Holder Certificate Administrator shall be responsible for its own expensesforward any notice it receives with respect to the identity of the Controlling Class Certificateholders (to the extent the Certificate Administrator has received notice of a change in the identity of the Controlling Class Certificateholders), to the parties to the Agreement Between Note Holders, to the extent the identity and contact information of such parties to such Agreement Between Note Holders are actually known to the Certificate Administrator.