Common use of Certain Matters with Respect to the Serviced Loan Groups Clause in Contracts

Certain Matters with Respect to the Serviced Loan Groups. (a) The parties hereto acknowledge that, pursuant to the related Co-Lender Agreement, if any Senior Mortgage Loan is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Senior Mortgage Loan shall negotiate one or more new servicing agreements with the applicable Master Servicer and the applicable Special Servicer; provided that, prior to entering into any such new servicing agreement, the new holder of such Senior Mortgage Loan shall obtain and provide to the holder of the related Serviced Companion Loan, Rating Agency Confirmation and written confirmation from each rating agency then rating any securitization relating to the related Serviced Companion Loan providing that such new servicing agreement will not result in the downgrade, qualification or withdrawal of its then-current ratings of any securities issued in such securitization. (b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the applicable Master Servicer and the applicable Special Servicer under Article VIII and Article IX and the obligation of the applicable Master Servicer to make Advances, insofar as such rights, duties and obligations relate to the Serviced Loan Group, shall terminate upon the earliest to occur of the following with respect to the Serviced Loan Group: (i) any repurchase of or substitution for the related Senior Mortgage Loan by the applicable Seller pursuant to Section 2.3 and (ii) any payment in full of any and all amounts due (or deemed due) under such Senior Mortgage Loan (or its successor REO Mortgage Loan) (including amounts to which the holder of such Senior Mortgage Loan is entitled under the related Co-Lender Agreement); provided, however, that this statement shall not limit (A) the duty of the applicable Master Servicer or the applicable Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the applicable Master Servicer or the applicable Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to a Serviced Loan Group prior to the date on which such event occurs. (c) In connection with an event described in clause (ii) of subsection (b), the Trustee, the Custodian, the applicable Master Servicer and the applicable Special Servicer shall each tender to the holder of the applicable Serviced Companion Loan (if then still outstanding), upon delivery to them of a receipt executed by such holder, all portions of the Mortgage File and other documents pertaining to such a Serviced Loan Group, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by the Trustee or the Custodian shall be conditioned upon its receipt from the applicable Master Servicer of a Request for Release. The applicable Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder any deposits then held in an Escrow Account relating to a Serviced Loan Group. If any Serviced Loan Group is then an REO Mortgage Loan, then the applicable Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder, to the extent not needed to pay or reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as such funds relate to the related REO Property. (d) If an expense under this Agreement relates, in the reasonable judgment of the applicable Master Servicer, the applicable Special Servicer, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense with respect to any REMIC formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of a Serviced Companion Loan and such holder shall not suffer any adverse consequences as a result of the payment of such expense.

Certain Matters with Respect to the Serviced Loan Groups. (a) The parties hereto acknowledge that, pursuant to the related Co-Lender Agreement, if any a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan is or Natick Mall Mortgage Loxx xx no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loxx, xs applicable, shall negotiate one or more new servicing agreements with the applicable General Master Servicer and the applicable Special Servicer; provided that, prior to entering into any such new servicing agreement, the new holder of such a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loxx, xs applicable, shall obtain and provide to the holder of the related Serviced Companion Loan, Loan Rating Agency Confirmation and written confirmation from each rating agency then rating any securitization relating to the related Serviced Companion Loan providing that such new servicing agreement will not result in the downgrade, qualification or withdrawal of its then-current ratings of any securities issued in such securitization. (b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the applicable General Master Servicer and the applicable Special Servicer under Article VIII and Article IX and the obligation of the applicable General Master Servicer to make Advances, insofar as such rights, duties and obligations relate to the Serviced Loan Group, shall terminate upon the earliest to occur of the following with respect to the Serviced Loan Group: (i) any repurchase of or substitution for the related a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loxx, xs applicable, by the applicable Seller pursuant to Section 2.3 and (ii) any payment in full of any and all amounts due (or deemed due) under such LaSalle Senior Mortgage Loan, Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loxx (or its xr any of their successor REO Mortgage LoanLoans) (including amounts to which the holder of such LaSalle Senior Mortgage Loan, Jones Road Shopping Center Mortgage Loan is or Natick Mall Mortgage Loxx xx entitled under the related Co-Lender Agreement); provided, however, that this statement shall not limit (A) the duty of the applicable General Master Servicer or the applicable Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the applicable General Master Servicer or the applicable Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to a Serviced Loan Group prior to the date on which such event occurs. (c) In connection with an event described in clause (ii) of subsection (b), the Trustee, the Custodian, the applicable General Master Servicer and the applicable Special Servicer shall each tender to the holder of the applicable Serviced Companion Loan (if then still outstanding), upon delivery to them of a receipt executed by such holder, all portions of the Mortgage File and other documents pertaining to such a Serviced Loan Group, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by the Trustee or the Custodian shall be conditioned upon its receipt from the applicable General Master Servicer of a Request for Release. The applicable General Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder any deposits then held in an Escrow Account relating to a Serviced Loan Group. If any Serviced Loan Group is then an REO of the LaSalle Senior Mortgage Loans, the Jones Road Shopping Center Mortgage Loan, the Natick Mall Mortgage Xxxx, the LaSalle B Notes, the Jones Road Shopping Center B Note, the Natick Mall B Note or the Naxxxx Mall C Note under the applicable Mortgage Loan are then REO Mortgage Loans, then the applicable Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder, to the extent not needed to pay or reimburse the applicable General Master Servicer, the applicable Special Servicer or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as such funds relate to the related REO Property. (d) If an expense under this Agreement relates, in the reasonable judgment of the applicable General Master Servicer, the applicable Special Servicer, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense with respect to any REMIC formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of a Serviced Companion Loan and such holder shall not suffer any adverse consequences as a result of the payment of such expense.

Certain Matters with Respect to the Serviced Loan Groups. (a) The parties hereto acknowledge that, pursuant to the related Co-Lender Agreement, if any a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan is no or Natick Mall Mortgage Loan xx xo longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loan, xx applicable, shall negotiate one or more new servicing agreements with the applicable General Master Servicer and the applicable Special Servicer; provided that, prior to entering into any such new servicing agreement, the new holder of such a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loan, xx applicable, shall obtain and provide to the holder of the related Serviced Companion Loan, Loan Rating Agency Confirmation and written confirmation from each rating agency then rating any securitization relating to the related Serviced Companion Loan providing that such new servicing agreement will not result in the downgrade, qualification or withdrawal of its then-current ratings of any securities issued in such securitization. (b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the applicable General Master Servicer and the applicable Special Servicer under Article VIII and Article IX and the obligation of the applicable General Master Servicer to make Advances, insofar as such rights, duties and obligations relate to the Serviced Loan Group, shall terminate upon the earliest to occur of the following with respect to the Serviced Loan Group: (i) any repurchase of or substitution for the related a LaSalle Senior Mortgage Loan, the Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loan, xx applicable, by the applicable Seller pursuant to Section 2.3 and (ii) any payment in full of any and all amounts due (or deemed due) under such LaSalle Senior Mortgage Loan, Jones Road Shopping Center Mortgage Loan or Natick Mall Mortgage Loan (or its xx any of their successor REO Mortgage LoanLoans) (including amounts to which the holder of such LaSalle Senior Mortgage Loan, Jones Road Shopping Center Mortgage Loan is entitled or Natick Mall Mortgage Loan xx xntitled under the related Co-Lender Agreement); provided, however, that this statement shall not limit (A) the duty of the applicable General Master Servicer or the applicable Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the applicable General Master Servicer or the applicable Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to a Serviced Loan Group prior to the date on which such event occurs. (c) In connection with an event described in clause (ii) of subsection (b), the Trustee, the Custodian, the applicable General Master Servicer and the applicable Special Servicer shall each tender to the holder of the applicable Serviced Companion Loan (if then still outstanding), upon delivery to them of a receipt executed by such holder, all portions of the Mortgage File and other documents pertaining to such a Serviced Loan Group, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by the Trustee or the Custodian shall be conditioned upon its receipt from the applicable General Master Servicer of a Request for Release. The applicable General Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder any deposits then held in an Escrow Account relating to a Serviced Loan Group. If any Serviced Loan Group is then an REO of the LaSalle Senior Mortgage Loans, the Jones Road Shopping Center Mortgage Loan, the Natick Mall Mortgage Loxx, xhe LaSalle B Notes, the Jones Road Shopping Center B Note, the Natick Mall B Note or the Natixx Xxll C Note under the applicable Mortgage Loan are then REO Mortgage Loans, then the applicable Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder, to the extent not needed to pay or reimburse the applicable General Master Servicer, the applicable Special Servicer or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as such funds relate to the related REO Property. (d) If an expense under this Agreement relates, in the reasonable judgment of the applicable General Master Servicer, the applicable Special Servicer, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense with respect to any REMIC formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of a Serviced Companion Loan and such holder shall not suffer any adverse consequences as a result of the payment of such expense.

Certain Matters with Respect to the Serviced Loan Groups. (a) The parties hereto acknowledge that, pursuant to the related Co-Lender Agreement, if any Senior the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Senior the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan Loan, as applicable, shall negotiate one or more new servicing agreements with the applicable General Master Servicer and the applicable General Special Servicer; provided that, prior to entering into any such new servicing agreement, the new holder of such Senior the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan Loan, as applicable, shall obtain and provide to the holder of the related Serviced Companion Loan, Loan Rating Agency Confirmation and written confirmation from each rating agency then rating any securitization relating to the related Serviced Companion Loan providing that such new servicing agreement will not result in the downgrade, qualification or withdrawal of its then-current ratings of any securities issued in such securitization; provided further, that prior to such time the General Master Servicer and the General Special Servicer shall continue to service the Michigan Plaza Loan Group under this Agreement to the extent provided in the Michigan Plaza Co-Lender Agreement. (b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the applicable General Master Servicer and the applicable General Special Servicer under Article VIII and Article IX and the obligation of the applicable General Master Servicer to make Advances, insofar as such rights, duties and obligations relate to the Serviced Loan Group, shall terminate upon the earliest to occur of the following with respect to the Serviced Loan Group: (i) any repurchase of or substitution for the related Senior Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan Loan, as applicable, by the applicable Seller pursuant to Section 2.3 and (ii) any payment in full of any and all amounts due (or deemed due) under such Senior the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan (or its any of their successor REO Mortgage LoanLoans) (including amounts to which the holder of such Senior the Michigan Plaza Pari Passu Loan or Royal Airport Office Mortgage Loan is entitled under the related Co-Lender Agreement); provided, however, that this statement shall not limit (A) the duty of the applicable General Master Servicer or the applicable General Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the applicable General Master Servicer or the applicable General Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to a Serviced Loan Group prior to the date on which such event occurs. (c) In connection with an event described in clause (ii) of subsection (b), the Trustee, the Custodian, the applicable General Master Servicer and the applicable General Special Servicer shall each tender to the holder of the applicable Serviced Companion Loan (if then still outstanding), upon delivery to them of a receipt executed by such holder, all portions of the Mortgage File and other documents pertaining to such a Serviced Loan Group, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by the Trustee or the Custodian shall be conditioned upon its receipt from the applicable General Master Servicer of a Request for Release. The applicable Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder any deposits then held in an Escrow Account relating to a Serviced Loan Group. If any Serviced Loan Group is then an REO Mortgage Loan, then the applicable Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such holder, to the extent not needed to pay or reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as such funds relate to the related REO Property. (d) If an expense under this Agreement relates, in the reasonable judgment of the applicable Master Servicer, the applicable Special Servicer, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust or any REMIC formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense with respect to any REMIC formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of a Serviced Companion Loan and such holder shall not suffer any adverse consequences as a result of the payment of such expense.a