Common use of DUTIES OF OPERATING ADVISER Clause in Contracts

DUTIES OF OPERATING ADVISER. The Operating Adviser may advise, and receive notice from, the Special Servicer, but is not required to do so on any of the following actions: (i) any foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification of a Money Term of a Mortgage Loan other than a modification consisting of the extension of the original Maturity Date of a Mortgage Loan for two years or less; (iii) any proposed sale of a Defaulted Mortgage Loan (other than upon termination of the Trust pursuant to Article X); (iv) any determination to bring an REO Property into compliance with Environmental Laws; and (v) any acceptance of substitute or additional collateral for a Mortgage Loan. In addition, the Operating Adviser may direct the Trustee to remove the Special Servicer at any time upon the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, prior to the effectiveness of any such appointment, the Trustee shall have received (A) Rating Agency Confirmation from each Rating Agency and (B) a Nondisqualification Opinion (which shall not be an expense of the Trustee or the Trust).

DUTIES OF OPERATING ADVISER. The Operating Adviser may advise, and receive notice from, the Special Servicer, but is not required to do so on any of the following actions: (i) any foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default; (ii) any modification of a Money Term of a Mortgage Loan other than a modification consisting of the extension of the original Maturity Date of a Mortgage Loan for two years or less; (iii) any proposed sale of a Defaulted Mortgage Loan (other than upon termination of the Trust pursuant to Article X); (iv) any determination to bring an REO Property into compliance with Environmental Laws; and (v) any acceptance of substitute or additional collateral for a Mortgage Loan. 181 191 In addition, the Operating Adviser may direct the Trustee to remove the Special Servicer at any time upon the appointment and acceptance of such appointment by a successor to the Special ServicerServicer appointed by the Operating Adviser; provided that, prior to the effectiveness of any such appointment, the Trustee shall have received (A) Rating Agency Confirmation from each Rating Agency and (B) a Nondisqualification Opinion (which shall not be an expense of the Trustee or the Trust).