Common use of Consulting Party Clause in Contracts

Consulting Party. The Special Servicer shall deliver to the Operating Advisor each Final Asset Status Report and, if an Operating Advisor Consultation Trigger Event exists, each other Asset Status Report. The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation Period or during the continuance of an Operating Advisor Consultation Trigger Event, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify the Operating Advisor and, during any CCR Control Period or any CCR Consultation Period, the Controlling Class Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor. Notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by a Consenting Party or a Consulting Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents, the Co-Lender Agreement or any related mezzanine intercreditor agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code, (C) expose the Trust, any Certificateholder, the Companion Loan Holders, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.