Common use of Certain Matters Relating to the Non-Serviced Mortgage Loans Clause in Contracts

Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to the related Other Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.

Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Westfield Wheaton Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Westfield Wheaton Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to the related Other Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, other than in respect of an Excluded Loan then subject to an Exclusion Period and prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (other than in respect of an Excluded Loan then subject to an Exclusion Period and with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, other than in respect of an Excluded Loan then subject to an Exclusion Period and prior to the occurrence and continuance of a Consultation Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.

Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to the related Other Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.

Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Westfield Wheaton Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Westfield Wheaton Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to the related Other Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.

Certain Matters Relating to the Non-Serviced Mortgage Loans. In the event that any of the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer shall be replaced in accordance with the terms of the related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Other Trustee, the related Other Master Servicer, the related Other Certificate Administrator or the related Other Special Servicer, as the case may be, in each case with reasonable promptness following request therefor by a party to the related Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Securitization Date, the Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Other Master Servicer, transfer the Servicing File along with any escrows or reserve funds held for such Whole Loan to the related Other Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Other Special Servicer, upon receipt of any notices or materials required to be furnished by the applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.