Common use of Waiver of Servicer Termination Event Clause in Contracts

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x), clause (xi) or clause (xii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii), clause (x) and clause (xxi) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiii) (but if a Serviced Pari Passu Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan HoldersHolder(s)) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x), clause (xi) or clause (xii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any the affected Serviced Pari Passu Companion Loan HoldersHolder(s)); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization7.01(a)(xiv); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Pari Passu Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iiix), clause (xii) and clause (xxiii)(B) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiv) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected the Serviced Pari Passu Companion Loan Holders, if affected) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) provided that a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x), clause (xi) or clause (xiii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected the Serviced Pari Passu Companion Loan Holders); Holder, if affected) and in any event such Holders shall not be entitled to waive any Servicer Termination Event under Section 7.01(a)(xvi) (b) each which may be waived only by the Serviced Pari Passu Companion Loan Holder shall be exclusively entitled Holder). Subject to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) 7.04, no Person other than the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xiiclause (xv) without the prior consent of the Depositor and, with respect to a Servicer Termination Event described in clause (but if a xv) related to the Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other SecuritizationCombination, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, and payment to the Trustee and the Certificate Administrator of all reasonable costs and expenses incurred by the Trustee and the Certificate Administrator in connection with such default prior to its waiver (which costs shall be paid by the party requesting such waiver), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan HoldersHolder(s)) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and or clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan HoldersHolder(s)); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) provided that a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x), clause (xi) or clause (xiii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled Classes. Subject to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) 7.04, no Person other than the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the prior consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementDepositor. Upon any such waiver of a Servicer Termination Event, and payment to the Trustee and the Certificate Administrator of all reasonable costs and expenses incurred by the Trustee and the Certificate Administrator in connection with such default prior to its waiver (which costs shall be paid by the party requesting such waiver), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected the Serviced Pari Passu Companion Loan Holders, if affected) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) provided that a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x) or clause (xiii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected the Serviced Pari Passu Companion Loan HoldersHolder, if affected); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled . Subject to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) 7.04, no Person other than the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xiiclause (xv) without the prior consent of the Depositor and, with respect to a Servicer Termination Event described in clause (but if a xv) related to the Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other SecuritizationCombination, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, and payment to the Trustee and the Certificate Administrator of all reasonable costs and expenses incurred by the Trustee and the Certificate Administrator in connection with such default prior to its waiver (which costs shall be paid by the party requesting such waiver), such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The In the case of any Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however however, that in the case of any Servicer Termination Event with respect to the Special Servicer in respect of the St. Xxxxx Town Center (other than a Servicer Termination Event under Section 7.01(a)(xi)) prior to the occurrence and continuance of a Class SJ Control Appraisal Period in respect of the senior-most Class of Control-Eligible Loan-Specific Certificates, the Loan-Specific Majority Subordinate Certificateholder may waive such Servicer Termination Event without the consent of any other Person; provided, further, that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected the Serviced Pari Passu Companion Loan Holders, if affected) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (xxi) or clause (xii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected the Serviced Pari Passu Companion Loan HoldersHolder, if affected); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (x), or clause (xiii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiv) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iiix), clause (xi) and clause (xxii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursement. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.so

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (iSection 7.01(a)(i), clause (iiSection 7.01(a)(ii), clause (iiiSection 7.01(a)(iii), Section 7.01(a)(x) and clause (x) of or Section 7.01(a7.01(a)(xii) may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan Holders); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiii) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xiv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.

Waiver of Servicer Termination Event. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion Loan Holders, if affected) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without the consent of any other Person; provided, however that: (a) a Servicer Termination Event under clause (i), clause (ii), clause (iii) and ), clause (xxi) or clause (xii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes (and any affected the Serviced Pari Passu Companion Loan Holders, if affected); (b) each Serviced Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xi7.01(a)(xiv) that arises with respect to the related Serviced Pari Passu Companion Loan; (c) the Depositor shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xii7.01(a)(xv) (but if a Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization); (d) no waiver of any Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date of reimbursementreimbursement and payment to the Trustee and the Certificate Administrator. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered in the name of any other Person.