Appointment of Special Servicer; Duties of Operating Adviser Sample Clauses

Appointment of Special Servicer; Duties of Operating Adviser. (a) Midland Loan Services, Inc. is hereby appointed as the initial Special Servicer hereunder. (b) The Operating Adviser shall be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, and subject to Section 3.27(c), the Special Servicer shall not be permitted to take any of the following actions as to which the Operating Adviser has objected in writing within 10 Business Days of having been notified thereof and having been provided with all reasonably requested information with respect thereto (provided that if such written objection has not been received by the Special Servicer within such 10 Business Day period, then the Operating Adviser's approval shall be deemed to have been given): (i) any foreclosure upon or comparable conversion (which may include acquisitions 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 amendment, waiver or modification of a Money Term or any other term of a Specially Serviced Mortgage Loan; (iii) any proposed sale of a defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund pursuant to Section 9.1; (iv) any acceptance of a discounted payoff; (v) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at an REO Property; (vi) any release of collateral (other than in accordance with the terms of, or upon satisfaction of, a Mortgage Loan); (vii) any acceptance of substitute or additional collateral for a Mortgage Loan; (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause; and (ix) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan. In addition, subject to Section 3.27(c), the Operating Adviser may direct the Special Servicer to take, or to refrain from taking, such other actions as Operating Adviser may deem advisable. (c) Notwithstanding the provisions of Section 3.27(b), no such advice, direction or objection contemplated by Section 3.27(b) may require or cause the Special Servicer to violate 100 any provision of this Agreement; including the Special Servicer's obligation to act in accordance with the Servicing Standard. (d) The Operating Adviser shall have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action, in good fait...