Common use of Property Manager or Special Servicer as Owner of Notes Clause in Contracts

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its Affiliates, may become the holder of any Notes or any Issuer Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.17, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer Interests, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Interests to such action or omission by delivering to each Issuer and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer shall forward such notice to the applicable holders of the Issuer Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such notices, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights (unless otherwise expressly provided in a Transaction Document) as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.17, ifIf, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an any Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to taketake or omit. Upon receipt of such notice, each Issuer the Issuers shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written such notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or and/or omits to take action as proposed in such noticesnotice, such action or and/or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights (unless otherwise expressly provided in a Transaction Document) as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.17, ifIf, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an any Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to taketake or omit. Upon receipt of such notice, each Issuer the Issuers shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written such notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or and/or omits to take action as proposed in such noticesnotice, such action or and/or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.. US-DOCS\96557504.296557504.7

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its Affiliates, may become the holder of any Notes or any Issuer Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.17 herein and the terms of the Indenture, if, at any time during which an Affiliate of the Property Manager, Manager or the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer Interests, Interests the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Interests to such action or omission by delivering to each Issuer and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicableParty, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer shall forward such notice to the applicable holders of the Issuer Intereststake or omit. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to in accordance with the Notes or Issuer Interests beneficially owned by terms of the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicableIndenture) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such notices, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its Affiliates, may become the holder of any Notes or any Issuer Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.17 herein and the terms of the Indenture, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates an Affiliate Party is the holder of any Note or Issuer Interests, Interests the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Interests to such action or omission by delivering to each Issuer and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicableParty, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer shall forward such notice to the applicable holders of the Issuer Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to in accordance with the Notes or Issuer Interests beneficially owned by terms of the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicableIndenture) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such notices, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights (unless otherwise expressly provided in a Transaction Document) as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.17, ifIf, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to taketake or omit. Upon receipt of such notice, each Issuer the Issuers shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written such notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or and/or omits to take action as proposed in such noticesnotice, such action or and/or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.19, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuers, the Insurers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer the Issuers shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer LLC Interests representing greater than 50% of the Issuer LLC Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer LLC Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such noticesnotice, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.19, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuers, the Insurers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer the Issuers shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer LLC Interests representing greater than 50% of the Issuer LLC Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer LLC Interests beneficially owned by the Property Manager and its .its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such noticesnotice, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes Note or any Issuer Interests Limited Partnership Interest with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.19, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLimited Partnership Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the Limited Partnership Interests to such action or omission by delivering to each Issuer the Issuer, the Insurer and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the amount of each Note, notice in writing that identifies the portion of Notes and Issuer Limited Partnership Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each the Issuer shall forward such notice to the applicable holders of the Issuer Limited Partnership Interests. If, at any time, the holders of Issuer Notes representing greater than 50% of the Notes and holders of Limited Partnership Interests representing greater than 50% of the Issuer Limited Partnership Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Limited Partnership Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such notices, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Property Manager or Special Servicer as Owner of Notes. The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its AffiliatesServicer, may become the holder of any Notes or any Issuer LLC Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.173.19, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer InterestsLLC Interest, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Notes and the LLC Interests to such action or omission by delivering to each Issuer the Issuer, the Insurers and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer LLC Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each the Issuer shall forward such notice to the applicable holders of the Issuer LLC Interests. If, at any time, the holders of Issuer LLC Interests representing greater than 50% of the Issuer LLC Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer LLC Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such noticesnotice, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.