Common use of Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement Clause in Contracts

Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Loan Sellers is entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the Lender in the Mortgage Loan Documents. Therefore, the Depositor, Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Loan Seller, at the sole expense of such Loan Seller, with respect to obtaining the benefits of the provisions of any section of the Mortgage Loan Agreement providing for indemnification of the Lender and/or its loan seller affiliates with respect to the current securitization of the Mortgage Loan, including, without limitation, executing any documents as are necessary to permit such Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Servicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with Accepted Servicing Practices, would violate applicable law, the terms and provisions of this Agreement, any related mezzanine intercreditor agreement or the Mortgage Loan Documents, would adversely affect any Trust Interest Owner, would cause either Trust REMIC to fail to qualify as a REMIC or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the above rights of a Loan Seller under this Section 11.17, such document shall be in form and substance reasonably acceptable to the Trustee.

Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Loan Sellers is entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the Lender in the Mortgage Loan Documents. Therefore, the Depositor, Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Loan Seller, at the sole expense of such Loan Seller, with respect to obtaining the benefits of the provisions of any section of the Mortgage Loan Agreement providing for indemnification of the Lender and/or its loan seller affiliates with respect to the current securitization of the Mortgage Loan, including, without limitation, executing any documents as are necessary to permit such Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Servicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with Accepted Servicing Practices, would violate applicable law, the terms and provisions of this Agreement, any related mezzanine intercreditor agreement or the Mortgage Loan Documents, would adversely affect any Trust Interest OwnerCertificateholder, would cause either Trust REMIC to fail to qualify as a REMIC REMIC, or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the above rights of a Loan Seller under this Section 11.17, such document shall be in form and substance reasonably acceptable to the Trustee.

Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Loan Sellers is entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the Lender in the Mortgage Loan Documents. Therefore, the Depositor, Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any Loan Seller, at the sole expense of such Loan Seller, with respect to obtaining the benefits of the provisions of any section of the Mortgage Loan Agreement providing for indemnification of the Lender and/or its loan seller affiliates with respect to the current securitization of the Mortgage Loan, including, without limitation, executing any documents as are necessary to permit such Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Servicer, Special Servicer or Trustee shall be required to take any action that is inconsistent with Accepted Servicing Practices, would violate applicable law, the terms and provisions of this Agreement, any related mezzanine intercreditor agreement or the Mortgage Loan Documents, would adversely affect any Trust Interest OwnerCertificateholder, would cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the above rights of a Loan Seller under this Section 11.17, such document shall be in form and substance reasonably acceptable to the Trustee.